As filed with the Securities and Exchange Commission on February 14, 2020

Registration No. 333-     ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION​

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Act II Global Acquisition Corp.*

(Exact Name of Registrant as Specified in Its Charter)

745 5th Avenue
New York, NY 10151
(212) 335-4500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)​

John Carroll
Chief Executive Officer
Act II Global Acquisition Corp.
745 5th Avenue
New York, NY 10151
(212) 931-8133

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement is declared effective and all other conditions to the business combination
described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of  “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 

Emerging growth company ☒ ​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐

(1)

Immediately prior to the consummation of the business combination described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II”), intends to effect a deregistration under the Cayman Islands Companies Law (2020 Revision) and a domestication under Section 388 of the Delaware General Corporation Law (the “Domestication”), pursuant to which Act II’s jurisdiction of incorporation will be transferred by way of continuation from the Cayman Islands to the State of Delaware and the name of the registrant will be changed to “Whole Earth Brands, Inc.”

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(2)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

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(3)

Represents the estimated maximum number of shares of common stock, par value $0.0001 per share, of Whole Earth Brands, Inc. to be issued upon completion of the business combination described in the proxy statement/prospectus contained herein and is based on 30,000,000 ordinary shares, par value $0.0001 per share (including Class A ordinary shares included in units), issued by Act II in its initial public offering registered on Form S-1 (SEC File No. 333-230756), which, as a result of the Domestication, will automatically be converted by operation of law into shares of common stock of Whole Earth Brands, Inc.

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(4)

Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of  (a) $10.18 (the average of the high and low prices of Act II’s Class A ordinary shares as reported on Nasdaq on February 10, 2020) multiplied by (b) 30,000,000 of Act II’s Class A ordinary shares outstanding on February 10, 2020.

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(5)

Represents the estimated maximum number of warrants of Whole Earth Brands, Inc. to be issued upon completion of the business combination described in the proxy statement/prospectus contained herein and is based on 15,000,000 redeemable warrants (including redeemable warrants included in units) issued by Act II in its initial public offering registered on Form S-1 (SEC File No. 333-230756), which, as a result of the Domestication, will become warrants to acquire the same number of shares of Whole Earth Brands, Inc. common stock at the same price and on the same terms after giving effect to the Warrant Amendment (as defined below).

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(6)

In connection with the closing of the business combination, each warrant to acquire one ordinary share of Act II will become a warrant to acquire one-half of one share of Whole Earth Brands, Inc. common stock at one-half of the price (the same price per whole share) and on the same terms (the “Warrant Amendment”). No registration fee is required pursuant to Rule 457(g) under the Securities Act.

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(7)

Represents the number of shares of common stock issuable upon exercise of warrants subsequent to the completion of the business combination. Each warrant will entitle the warrant holder to purchase one-half of one share of common stock of Whole Earth Brands, Inc. at a price of  $5.75 per half share ($11.50 per whole share), subject to adjustment.

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(8)

Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of  (a) $10.18 (the average of the high and low prices of Act II’s Class A ordinary shares as reported on Nasdaq on February 10, 2020) multiplied by (b) 7,500,000 of Act II’s Class A ordinary shares outstanding on February 10, 2020.

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*

Immediately prior to the consummation of the business combination described in the proxy statement/prospectus, Act II intends to effect the Domestication, pursuant to which Act II’s jurisdiction of incorporation will be transferred by way of continuation from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Act II (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “Whole Earth Brands, Inc.”

​

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
AND
SPECIAL MEETING OF PUBLIC WARRANT HOLDERS
OF
ACT II GLOBAL ACQUISITION CORP.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR
30,000,000 SHARES OF COMMON STOCK (INCLUDING SHARES INCLUDED IN THE UNITS) AND
15,000,000 REDEEMABLE WARRANTS (INCLUDING WARRANTS INCLUDED IN THE UNITS)
OF
ACT II GLOBAL ACQUISITION CORP.
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE),
THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “WHOLE EARTH BRANDS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

The board of directors of Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II” and, after the Domestication as described below, “Whole Earth Brands, Inc.”), has unanimously approved (1) the domestication of Act II as a Delaware corporation (the “Domestication”); (2) the purchase of all of the outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, and their respective direct and indirect subsidiaries, “Merisant and MAFCO”), pursuant to the terms of the purchase agreement, dated as of December 19, 2019 and as amended on February 12, 2020, by and among Act II and Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), attached to this proxy statement/prospectus as Annexes A-1 and A-2 (the “Purchase Agreement” and the transactions contemplated therein, the “Business Combination”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Purchase Agreement and documents related thereto. In connection with the Business Combination, Act II will change its name to “Whole Earth Brands, Inc.” As used in this proxy statement/​prospectus, “Whole Earth Brands, Inc.” refers to Act II after the Domestication, including after such change of name.

As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding unit of Act II will automatically separate into one Class A ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class A Share”) and one-half of one redeemable warrant of Act II (each whole redeemable warrant, an “Act II warrant”), (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class B Share”) will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Whole Earth Brands, Inc. (each, a “share of Whole Earth Brands, Inc. common stock”), (3) each then issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then issued and outstanding Act II warrant will convert automatically into a redeemable warrant to acquire one share of Whole Earth Brands, Inc. common stock (each whole redeemable warrant, a “Whole Earth Brands, Inc. warrant”). In addition, immediately prior to the consummation of the Business Combination, each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of  $11.50 per share, will become exercisable for one-half of one share at an exercise price of  $5.75 per one-half share ($11.50 per whole share), and each holder of a warrant will receive, for each such warrant, a cash payment of  $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment) (the “Warrant Amendment”). Accordingly, this proxy statement/​prospectus covers (1) 30,000,000 shares of Whole Earth Brands, Inc. common stock to be issued in the Domestication, (2) 15,000,000 Whole Earth Brands, Inc. warrants to be issued in the Domestication, and (3) the 7,500,000 shares of Whole Earth Brands, Inc. common stock issuable upon exercise of the warrants (after giving effect to the Warrant Amendment).

The Act II units, Act II Class A Shares and Act II warrants are currently listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “ACTT,” “ACTTU” and “ACTTW,” respectively. As described above, the units will separate into their component shares and warrants so that the units will no longer trade separately under “ACTTU.” Act II will apply for listing, to be effective at the time of the Business Combination, of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. warrants on Nasdaq under the proposed symbols FREE and FREE. W, respectively. Solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq, but there can be no assurance such listing conditions will be met or that Act II will obtain such confirmation from Nasdaq. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination described above will not be consummated unless Nasdaq condition set forth in the Purchase Agreement is waived by the applicable parties.

This proxy statement/prospectus provides shareholders and warrant holders of Act II with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of shareholders and special meeting of public warrant holders of Act II. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 32 of this proxy statement/​prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2020, and
is first being mailed to Act II’s shareholders and warrant holders on or about            , 2020.

ACT II GLOBAL ACQUISITION CORP.

A Cayman Islands Exempted Company
(Company Number 341523)
745 5th Avenue
New York, New York 10151

Dear Act II Global Acquisition Corp. Shareholders and Warrant Holders:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “Shareholders Meeting”) and/or the special meeting of public warrant holders (the “Warrant Holders Meeting”) of Act II Global Acquisition Corp., a Cayman Islands exempted company (“Act II” and, after the Domestication, as described below, “Whole Earth Brands, Inc.”) to be held at 8:30 a.m. Eastern Time and 8:00 a.m. Eastern Time, respectively, on       , 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Only shareholders who held ordinary shares of Act II at the close of business on       , 2020 (the “Record Date”) will be entitled to vote at the Shareholders Meeting and at any adjournments and postponements thereof. Only warrant holders who held public warrants of Act II (“Public Warrant Holders”) at the close of business on      , 2020 will be entitled to vote at the Warrant Holders Meeting and at any adjournments and postponements thereof.

At the Shareholders Meeting, Act II shareholders will be asked to consider and vote upon a proposal to approve and adopt the purchase agreement, dated as of December 19, 2019 and as amended on February 12, 2020, (the “Purchase Agreement”), by and among Act II, Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), a copy of which is attached to this proxy statement/prospectus statement as Annexes A-1 and A-2. The Purchase Agreement provides for, among other things, Act II’s purchase of all of the outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, “Merisant and MAFCO), in accordance with the terms and subject to the conditions of the Purchase Agreement (the transactions contemplated by the Purchase Agreement, the “Business Combination”) as more fully described elsewhere in this proxy statement/​prospectus (we refer to this proposal as the “Business Combination Proposal”).

As a condition to the consummation of the Business Combination, the board of directors of Act II has unanimously approved a change of Act II’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). As described in this proxy statement/​prospectus, shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “Domestication Proposal,” to approve the Domestication. In connection with the consummation of the Business Combination, Act II will change its name to “Whole Earth Brands, Inc.” As used in this proxy statement/prospectus, “Whole Earth Brands, Inc.” refers to Act II after the Domestication, including after such change of name.

As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding unit of Act II will automatically separate into one Class A ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class A Share”) and one-half of one redeemable warrant of Act II (each whole redeemable warrant, an “Act II warrant”), (2) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of Act II (each, an “Act II Class B Share”) will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Whole Earth Brands, Inc. (each, a “share of Whole Earth Brands, Inc. common stock”), (3) each then issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then issued and outstanding Act II warrant will convert automatically into a redeemable warrant to acquire one share of Whole Earth Brands, Inc. common stock (each whole redeemable warrant, a “Whole Earth Brands, Inc. warrant”). As used herein, “public shares” shall mean the Act II Class A Shares (including those that underlie the Act II units) that were registered

pursuant to the Registration Statement on Form S-1 (333-230756) and the shares of Whole Earth Brands, Inc. common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see “Domestication Proposal.”

Shareholders will also be asked to consider and vote upon (1) a proposal to approve material differences between Act II’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of Whole Earth Brands, Inc., which is referred to herein as the “Organizational Documents Proposal,” (2) a proposal to approve for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Whole Earth Brands, Inc. common stock to the Sellers in connection with the Business Combination and any person or entity in connection with any incremental equity issuances, to the extent such issuances would require a shareholder vote under Nasdaq Listing Rule 5635, which is referred to herein as the “Stock Issuance Proposal,” (3) a proposal to approve and adopt the Whole Earth Brands, Inc. 2020 Long-Term Incentive Award Plan, which is referred to as the “Incentive Award Plan Proposal,” and (4) a proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Shareholders Meeting, which is referred to herein as the “Adjournment Proposal.” The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, and the Stock Issuance Proposal, (collectively, the “Condition Precedent Proposals”) are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Warrant Amendment Proposal are each conditioned upon the approval of each of the Condition Precedent Proposals. The Adjournment Proposal and Warrant Holders Adjournment Proposal are not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

At the Warrant Holders Meeting, warrant holders of Act II (“Public Warrant Holders”) will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement/​prospectus: (i) the Warrant Amendment Proposal and (ii) the Warrant Holders Adjournment Proposal, if presented (collectively, the “Warrant Holder Proposals,” and together with the Shareholder Proposals, the “Proposals”).

Subject to the terms and conditions set forth in the Purchase Agreement, at the closing of the Business Combination (the “Closing”), the Sellers will receive (i) $450,000,000 in cash (the “Base Cash Consideration”) (which, under certain conditions, may be reduced by Act II by up to $55,000,000 immediately prior to Closing in exchange for a dollar-for-dollar increase in the Common Stock Consideration) (as hereafter defined), plus or minus the Adjustment Amount (as defined in the Purchase Agreement) (the “Cash Consideration”), and (ii) that number of shares of Whole Earth Brands, Inc. common stock equal to the quotient of  (A) the sum of  (x) $60,000,000 and (y) the amount, if any, by which the Base Cash Consideration is reduced by Act II in accordance with the terms of the Purchase Agreement, divided by (B) the lowest per share price at which Act II Class A Shares sold to any person from and after the date of the Purchase Agreement but prior to, at or in connection with the Closing (the “Common Stock Consideration”).

Immediately following the Closing, Act II Global LLC (the “Sponsor”) shall place 2,000,000 shares of Whole Earth Brands, Inc. common stock (which will be converted at Closing from Act II Class B Shares) (the “Escrowed Sponsor Shares”) into an escrow account, which shall be held in escrow by Act II’s transfer agent. The Escrowed Sponsor Shares shall be released to the Sponsor upon the earliest to occur of  (i) the volume weighted-average per-share trading price of shares of Whole Earth Brands, Inc. common stock being at or above $20.00 per share for twenty (20) trading days in any thirty (30)-trading day continuous trading period during the Escrow Period, (ii) a Change in Control, and (iii) the expiration of the period between the date of Closing, but on or prior to the fifth (5th) anniversary if Closing (the “Escrow Period”).

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing (the “Closing Date”), including the Investors Agreement, as defined in this proxy statement/prospectus. For additional information, see “Business Combination Proposal — Related Agreements” in this proxy statement/prospectus.

Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of public shares, which excludes shares held by the Sponsor, may request that Act II redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the Business Combination Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Act II’s transfer agent, Whole Earth Brands, Inc. will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2019, this would have amounted to approximately $10.10 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Whole Earth Brands, Inc. common stock that will be redeemed immediately after consummation of the Business Combination. See “Shareholders Meeting of Act II — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Pursuant to the Sponsor Support Agreement, dated as of December 19, 2019 and as amended on February 12, 2020, by and among the Sponsor, Act II and the Sellers, a copy of which is attached to this proxy statement/prospectus as Annexes B-1 and B-2 (the “Sponsor Support Agreement”), the Sponsor agreed, among other things, (i) that immediately following the Closing, the Sponsor will forfeit to Act II (x) 3,000,000 Class B Ordinary Shares and (y) 6,750,000 private placement warrants; and (ii) to certain other covenants and agreements related to the Business Combination, particularly with respect to taking supportive actions to consummate the Business Combination and to appoint two of the Sellers’ nominees to the board of directors of Whole Earth Brands, Inc., to be effective at the Closing. In addition, the Sponsor irrevocably waived its anti-dilution protections under the Act II’s Amended and Restated Memorandum and Articles of Association in connection with any new issuances of Act II Class A Shares. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

On February 12, 2020, Act II entered into Subscription Agreements with certain investors (collectively, the “PIPE Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase, and Act II agreed to issue and sell to such investors, 7,500,000 shares of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. private placement warrants exercisable for 2,631,750 shares of Whole Earth Brands, Inc. common stock for gross proceeds of approximately $75,000,000 (the “Private Placement”). Act II granted certain customary registration rights to the PIPE Investors.

The Closing is subject to customary conditions, including, among others, that (i) the applicable waiting period under the HSR Act shall have expired or been terminated, (ii) the shareholders of the Act II shall have (A) approved and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the

issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware, (iii) at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in the Act II’s) in accordance with the Cayman Constitutional Documents; and (B) all available amounts in the trust account established by the Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing (as defined in the Purchase Agreement), the PIPE Financing, and any additional equity financing, Act II shall have cash in an amount equal to or exceeding $210,000,000 (the “Minimum Cash Condition”), and (iv) solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq.

The Purchase Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Purchase Agreement would waive any such provision of the Purchase Agreement.

Act II is providing this proxy statement/prospectus and accompanying proxy card to Act II’s shareholders and warrant holders in connection with the solicitation of proxies to be voted at the Shareholders Meeting and/or Warrant Holders Meeting and at any adjournments of the Shareholders Meeting or Warrant Holders Meeting. Information about the Shareholders Meeting, Warrant Holders Meeting, the Business Combination and other related business to be considered by Act II’s shareholders and warrant holders at the Shareholders Meeting and/or Warrant Holders Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the Shareholders Meeting and/or Warrant Holders Meeting, all of Act II’s shareholders and warrant holders are urged to read this proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 32 of this proxy statement/​prospectus.

After careful consideration, the board of directors of Act II has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Purchase Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Act II’s shareholders and warrant holders in this proxy statement/​prospectus. When you consider the recommendation of these proposals by the board of directors of Act II, you should keep in mind that Act II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder and warrant holder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and Organizational Documents Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal, the Adjournment Proposal and the Warrant Holders Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Warrant Amendment Proposal must be approved by the holders of at least 65% of the outstanding Public Warrants.

Your vote is very important. Whether or not you plan to attend the Shareholders Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Shareholders Meeting and/or Warrant Holders Meeting. If you hold your shares and/or warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholders Meeting and/or Warrant Holders Meeting. The transactions contemplated by the Purchase Agreement will be consummated only if the Condition Precedent Proposals are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The

Incentive Award Plan Proposal and the Warrant Amendment Proposal are each conditioned upon the approval of each of the Condition Precedent Proposals. The Adjournment Proposal and Warrant Holders Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/​prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholders Meeting and/or Warrant Holders Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholders Meeting and/or Warrant Holders Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholders Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Shareholders Meeting. If you are a shareholder of record and/or warrant holder of record, and you attend the Shareholders Meeting and/or Warrant Holders Meeting, respectively, and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ACT II’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of Act II’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated       , 2020 and is first being mailed to shareholders on or about       , 2020.

ACT II GLOBAL ACQUISITION CORP.

A Cayman Islands Exempted Company
(Company Number 341523)
745 5th Avenue
New York, New York 10151

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON       , 2020

TO THE SHAREHOLDERS OF ACT II GLOBAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a Shareholders Meeting of Act II Global Acquisition Corp., a Cayman Islands exempted company, company number 341523 (“Act II”), will be held at 8:30 a.m., Eastern Time, on       , 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020. You are cordially invited to attend the Shareholders Meeting, which will be held for the following purposes:

•

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt the purchase agreement, dated as of December 19, 2019 and as amended on February 12, 2020 (the “Purchase Agreement”), by and among Act II, Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), a copy of which is attached to this proxy statement/prospectus statement as Annexes A-1 and A-2. The Purchase Agreement provides for, among other things, Act II’s purchase of all of the outstanding equity interests of Merisant Company (“Merisant”), Merisant Luxembourg (“Merisant Luxembourg”), Mafco Worldwide LLC (“Mafco Worldwide”), Mafco Shanghai LLC (“Mafco Shanghai”), EVD Holdings LLC (“EVD Holdings”), and Mafco Deutschland (together with Merisant, Merisant Luxembourg, Mafco Worldwide, Mafco Shanghai, and EVD Holdings, and their respective direct and indirect subsidiaries, “Merisant and MAFCO”), in accordance with the terms and subject to the conditions of the Purchase Agreement (the transactions contemplated by the Purchase Agreement, the “Business Combination”) as more fully described elsewhere in this proxy statement/prospectus (we refer to this proposal as the “Business Combination Proposal”);

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Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, the change of Act II’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) (this proposal is referred to herein as the “Domestication Proposal”);

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Proposal No. 3 — Organizational Documents Proposal — to consider and vote upon a proposal to approve by special resolution, the following material differences between ACT II’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”), a copy of which is attached to this proxy statement/​prospectus statement as Annex F, and the proposed new bylaws (“Proposed Bylaws”), a copy of which is attached to this proxy statement/prospectus statement as Annex G, of Act II Global Acquisition Corp. (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Whole Earth Brands, Inc.” in connection with the Business Combination (ACT II after the Domestication, including after such change of name, is referred to herein as “Whole Earth Brands, Inc.”), including: (1) changing the corporate name from “Act II Global Acquisition Corp.” to “Whole Earth Brands, Inc.,” (2) making Whole Earth Brands, Inc.’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, and (4) removing certain provisions related to our status as a blank check company that will no longer

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be applicable upon consummation of the Business Combination, all of which ACT II’s board of directors believes is necessary to adequately address the needs of Whole Earth Brands, Inc. after the Business Combination (this proposal is referred to herein as “Organizational Documents Proposal”);

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Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal by ordinary resolution, to approve for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Whole Earth Brands, Inc. common stock to the Sellers in connection with the Business Combination and any person or entity in connection with any incremental equity issuances, to the extent such issuances would require a shareholder vote under Nasdaq Listing Rule 5635 (this proposal is referred to herein as the “Stock Issuance Proposal”);

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Proposal No. 5 — The Incentive Award Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the Whole Earth Brands, Inc. 2020 Long-Term Incentive Award Plan (this proposal is referred to herein as the “Incentive Award Plan Proposal”); and

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Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Shareholders Meeting (this proposal is referred to herein as the “Adjournment Proposal”).

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Each of Proposals No. 1 through 4 is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Warrant Amendment Proposal are conditioned upon the approval of Proposals No. 1 through 4. The Adjournment Proposal and the Warrant Holder Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on       , 2020 are entitled to notice of and to vote and have their votes counted at the Shareholders Meeting and any adjournment of the Shareholders Meeting.

Act II is also holding a special meeting (the “Warrant Holders Meeting”) of holders of warrants issued in its initial public offering (the “Public Warrants”) its Public Warrant Holders to consider and vote upon (a) a proposal to approve and consent to the amendment of the terms of the warrant agreement governing Act II’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of  $11.50 per share, will become exercisable for one-half of one share at an exercise price of  $5.75 per one-half share ($11.50 per whole share) and (ii) each holder of a warrant will receive, for each such warrant, a cash payment of  $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment) (the “Warrant Amendment Proposal”); and (b) a proposal to adjourn the meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Act II that more time is necessary or appropriate to approve the Warrant Amendment Proposal.

This proxy statement/prospectus and accompanying proxy card is being provided to Act II’s shareholders in connection with the solicitation of proxies to be voted at the Shareholders Meeting and at any adjournment of the Shareholders Meeting. Whether or not you plan to attend the Shareholders Meeting, all of Act II’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 32 of this proxy statement/prospectus.

After careful consideration, the board of directors of Act II has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Purchase Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Act II’s shareholders in this proxy statement/prospectus. When you

consider the recommendation of these proposals by the board of directors of Act II, you should keep in mind that Act II’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of public shares (as defined herein) (a “public shareholder”) may request of Act II that Whole Earth Brands, Inc. redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

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(ii)

submit a written request to Continental Stock Transfer & Trust Company, Act II’s transfer agent, that Whole Earth Brands, Inc. redeem all or a portion of your public shares for cash; and

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(iii)

deliver your public shares to Continental, Act II’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

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Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to       p.m., Eastern Time, on       , 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Act II’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Act II’s transfer agent, Whole Earth Brands, Inc. will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2019, this would have amounted to approximately $10.10 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Whole Earth Brands, Inc. common stock that will be redeemed promptly after consummation of the Business Combination. See “Shareholders Meeting of Act II — Redemption Rights” in this proxy statement/​prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Pursuant to the Sponsor Support Agreement, dated as of December 19, 2019 and as amended on February 12, 2020 among the Sponsor, Act II and the Sellers, a copy of which is attached to this proxy statement/prospectus as Annexes B-1 and B-2 (the “Sponsor Support Agreement”), the Sponsor agreed,

among other things, (i) that immediately following the Closing, the Sponsor will forfeit to Act II (x) 3,000,000 Class B Ordinary Shares and (y) 6,750,000 private placement warrants; and (ii) to certain other covenants and agreements related to the Business Combination, particularly with respect to taking supportive actions to consummate the Business Combination and to appoint two of the Sellers’ nominees to the board of directors of Whole Earth Brands, Inc., to be effective at the Closing. In addition, the Sponsor irrevocably waived its anti-dilution protections under the Act II’s Amended and Restated Memorandum and Articles of Association in connection with any new issuances of Act II Class A Shares. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

The Closing is subject to customary conditions, including, among others, that (i) the applicable waiting period under the HSR Act shall have expired or been terminated, (ii) the shareholders of the Act II shall have (A) approved and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware, (iii) at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in the Act II’s organizational documents) in accordance with Act II’s organizational documents; and (B) all available amounts in the trust account established by the Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing, and any additional equity financing, Act II shall have cash in an amount equal to or exceeding $210,000,000 (the “Minimum Cash Condition”), and (iv) solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq.

The Purchase Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Purchase Agreement would waive any such provision of the Purchase Agreement.

The approval of each of the Domestication Proposal and Organizational Documents Proposal requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.

Your vote is very important. Whether or not you plan to attend the Shareholders Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Shareholders Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholders Meeting. The transactions contemplated by the Purchase Agreement will be consummated only if the Condition Precedent Proposals are approved at the Shareholders Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Warrant Amendment Proposal are each conditioned upon the approval of each of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholders Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholders Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholders Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Shareholders Meeting. If you are a shareholder of record and you attend the Shareholders Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC (“Morrow”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing ACTT.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Act II Global Acquisition Corp.,

      , 2020

/s/ Irwin D. Simon

Irwin D. Simon
Executive Chairman of the Board of Directors

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ACT II’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

ACT II GLOBAL ACQUISITION CORP.

A Cayman Islands Exempted Company
(Company Number 341523)
745 5th Avenue
New York, New York 10151

NOTICE OF SPECIAL MEETING OF PUBLIC WARRANT HOLDERS
TO BE HELD ON        , 2020

TO THE SHAREHOLDERS OF ACT II GLOBAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of the public warrant holders (the “Warrant Holders Meeting”) of Act II Global Acquisition Corp., a Cayman Islands exempted company, company number 341523 (“Act II”), will be held at 8:00 a.m., Eastern Time, on       , 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020. You are cordially invited to attend the Shareholders Meeting, which will be held for the following purposes:

•

Proposal No. 1 — The Warrant Amendment Proposal — To consider and vote upon an amendment (the “Warrant Amendment”) to the warrant agreement that governs all of Act II’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination (as defined in the accompanying proxy statement/prospectus), (i) each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of  $11.50 per share, will become exercisable for one-half of one share at an exercise price of  $5.75 per one-half share ($11.50 per whole share) and (ii) each holder of a warrant will receive, for each such warrant, a cash payment of  $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment) (the “Warrant Amendment Proposal”); and

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•

Proposal No. 2 — The Warrant Holders Adjournment Proposal — To consider and vote upon a proposal to adjourn the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Act II that more time is necessary or appropriate to approve the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal” and, together with the Warrant Amendment Proposal, the “Warrant Holder Proposals”).

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These Warrant Holder Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of the Public Warrants (“Public Warrant Holders”) at the close of business on          , 2020 (the “Record Date”) are entitled to notice of the Warrant Holders Meeting and to vote and have their votes counted at the Warrant Holders Meeting and any adjournments or postponements of the Warrant Holders Meeting.

After careful consideration, Act II’s board of directors has determined that the Warrant Holder Proposals are fair to and in the best interests of Act II and its Public Warrant Holders and unanimously recommends that the Public Warrant Holders vote or give instruction to vote “FOR” the Warrant Amendment Proposal and “FOR” the Warrant Holders Adjournment Proposal, if presented.

The Warrant Amendment Proposal must be approved by the holders of at least 65% of the outstanding Public Warrants. The Warrant Holders Adjournment Proposal must be approved by the holders of a majority of the Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. The Warrant Amendment Proposal will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.

All Public Warrant Holders of Act II are cordially invited to attend the Warrant Holders Meeting in person. To ensure representation at the Warrant Holders Meeting, however, all Public Warrant Holders are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a Public Warrant Holder of record, you may also cast your vote in person at the Warrant Holders Meeting. If your Public Warrants are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote such

warrants or, if you wish to attend the Warrant Holders Meeting and vote in person, obtain a proxy from your broker, bank or nominee. If the Warrant Amendment Proposal fails to receive the required approval by the Warrant Holders at the Warrant Holders Meeting, the Business Combination will not be completed.

Whether or not you plan to attend the Warrant Holders Meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/​prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus.

Your vote is important regardless of the number of Public Warrants you own.   Whether you plan to attend the Warrant Holders Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your Public Warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Public Warrants you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Act II Global Acquisition Corp.,

      , 2020

/s/ Irwin D. Simon

Irwin D. Simon
Executive Chairman of the Board of Directors

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PUBLIC WARRANTS WILL BE VOTED IN FAVOR OF EACH OF THE WARRANT HOLDER PROPOSALS.

TABLE OF CONTENTS

ANNEXES

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning Act II, without charge, by written request to Secretary at Act II Global Acquisition Corp., 745 5th Avenue, New York, New York 10151; or Morrow Sodali LLC, Act II’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing ACTT.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for Act II’s shareholders and warrant holders to receive timely delivery of the documents in advance of the Shareholders Meeting and Warrant Holders Meeting of Act II to be held on         , 2020, you must request the information no later than         , 2020, five business days prior to the date of the Shareholders Meeting, or no later than         , 2020, five business days prior to the date of the Warrant Holders Meeting, as applicable.

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Act II does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

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“2020 Plan” are to the Whole Earth Brands, Inc. 2020 Long-Term Incentive Award Plan attached to this proxy statement/prospectus as Annex D;

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•

“Act II” are to Act II Global Acquisition Corp. prior to its domestication as a corporation in the State of Delaware;

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“Act II Class A Shares” means the Class A ordinary shares, par value $0.0001 per share, of Act II;

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“Act II Class B Shares” means the Class B ordinary shares, par value $0.0001 per share, of Act II;

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“Act II IPO” means Act II’s initial public offering, consummated on April 30, 2019, through the sale of 30,000,000 public units (including 3,900,000 units sold pursuant to the underwriters’ partial exercise of their over-allotment option) at $10.00 per unit;

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“Act II public warrants” means the warrants included in the units issued in the Act II IPO, each of which is exercisable for one Act II Class A Share at an exercise price of  $11.50 per Act II Class A Share, in accordance with its terms;

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•

“Cayman Constitutional Documents” are to Act II’s Amended and Restated Memorandum and Articles of Association;

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•

“Cayman Islands Companies Law” are to the Cayman Islands Companies Law (2020 Revision);

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“Closing” are to the closing of the Business Combination;

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•

“Company,” “we,” “us” and “our” are to Act II prior to the Domestication and to Whole Earth Brands, Inc. after the Domestication, including after its change of name to Whole Earth Brands, Inc.;

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i

•

“Condition Precedent Approvals” are to approval at the Shareholders Meeting of the Condition Precedent Proposals;

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•

“Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, and the Stock Issuance Proposal collectively;

​

•

“Debt Financing” means the financing arrangements described under “Business Combination Proposal — Financing.”

​

•

“DGCL” are to the General Corporation Law of the State of Delaware;

​

•

“Domestication” are to the domestication of Act II Global Acquisition Corp. as a corporation incorporated in the State of Delaware;

​

•

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

​

•

“GAAP” are to accounting principles generally accepted in the United States of America;

​

•

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

​

•

“IPO registration statement” are to the Registration Statement on Form S-1 (333-230756) filed by Act II in connection with its initial public offering, which became effective on April 25, 2019;

​

•

“IRS” are to the U.S. Internal Revenue Service;

​

•

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

​

•

“MacAndrews” are to MacAndrews & Forbes Incorporated;

​

•

“Moelis” are to Moelis & Company LLC;

​

•

“Nasdaq” are to The Nasdaq Stock Market;

​

•

“ordinary shares” are to the Act II Class A Shares and the Act II Class B Shares, collectively;

​

•

“person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

​

•

“PIPE Financing” are to the $75,000,000 private placement of Act II Class A Shares and private placement warrants to the PIPE Investors pursuant to the Subscription Agreements;

​

•

“PIPE Investors” are to the investors that entered into the Subscription Agreements with Act II for the PIPE Financing;

​

•

“private placement warrants” are to the 7.5 million private placement warrants outstanding as of the date of this proxy statement/prospectus and the redeemable warrants of Whole Earth Brands, Inc. issued as a matter of law upon the conversion thereof at the time of the Domestication;

​

•

“pro forma” are to giving pro forma effect to events that are related and/or directly attributable to the Business Combination;

​

•

“Proposed Bylaws” are to the proposed bylaws of Whole Earth Brands, Inc. upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex G;

​

•

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of Whole Earth Brands, Inc. upon the effective date of the Domestication attached to this proxy statement/​prospectus as Annex F;

​

•

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

​

•

“public shareholders” are to holders of public shares, whether acquired in Act II’s initial public offering or acquired in the secondary market;

​

ii

•

“public shares” are to the Act II Class A Shares (including those that underlie the units) that were offered and sold by Act II in its initial public offering and registered pursuant to the IPO registration statement or the shares of Whole Earth Brands, Inc. common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

​

•

“Public Warrant Holders” are to the holders of the Public Warrants;

​

•

“public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by Act II in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of Whole Earth Brands, Inc. issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

​

•

“Purchase Agreement” are to the Purchase Agreement, dated as of December 19, 2019, by and among Act II, Flavors Holdings Inc., MW Holdings I LLC, MW Holdings III LLC and Mafco Foreign Holdings, Inc. as amended by Amendment No. 1 to Purchase Agreement dated as of February 12, 2020;

​

•

“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents;

​

•

“Sarbanes Oxley Act” are to the Sarbanes-Oxley Act of 2002;

​

•

“SEC” are to the United States Securities and Exchange Commission;

​

•

“Securities Act” are to the Securities Act of 1933, as amended;

​

•

“Shareholders Meeting” are to the extraordinary general meeting of Act II’s shareholders, to be held following the Warrant Holders Meeting at 8:30 a.m. Eastern Time on , 2020, at 1251 Avenue of the Americas, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be adjourned;

​

•

“Sponsor” means Act II Global LLC, a Delaware limited liability company;

​

•

“Subscription Agreements” are to the Subscription Agreements, dated February 12, 2019, entered into between Act II and each of the PIPE Investors for the PIPE Financing;

​

•

“trust account” are to the trust account established at the consummation of Act II’s initial public offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

​

•

“Trust Agreement” are to the Investment Management Trust Agreement, dated April 25, 2019, by and between Act II and Continental Stock Transfer & Trust Company, as trustee;

​

•

“Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy Act II’s obligations to its shareholders that exercise their redemption rights;

​

•

“units” means one Act II Class A Share and one-half of one Act II Public Warrant sold in the Act II IPO;

​

•

“Warrant Holders Meeting are to the special meeting of the Public Warrant Holders, to be held prior to the Shareholders Meeting at 8:00 a.m. Eastern Time on          , 2020, at 1251 Avenue of the Americas, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be adjourned;

​

•

“warrants” are to the public warrants and the private placement warrants.

​

Unless otherwise stated in this proxy statement/prospectus or as the context otherwise requires, all references in this proxy statement/prospectus to Act II Class A Shares, shares of Whole Earth Brands, Inc. common stock or warrants include such securities underlying the units.

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the potential Business Combination, of Act II. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Act II discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Act II’s management.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

•

Act II’s ability to complete the Business Combination or, if Act II does not consummate such Business Combination, any other initial business combination;

​

•

satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, among other things:

​

•

the applicable waiting period under the HSR Act shall have expired or been terminated;

​

•

the shareholders of Act II shall have (A) approved and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware;

​

•

at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in Act II’s organizational documents) in accordance with Act II’s organizational documents; and (B) all available amounts in the trust account established by Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing and any additional equity financing, Act II shall have cash in an amount equal to or exceeding $210,000,000; and

​

•

solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq;

​

•

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Purchase Agreement

​

•

the projected financial information, anticipated growth rate, and market opportunity of Merisant and MAFCO;

​

•

the ability to obtain or maintain the listing of Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. warrants on Nasdaq following the Business Combination;

​

•

our public securities’ potential liquidity and trading;

​

•

our ability to raise financing in the future;

​

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

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iv

•

Act II officers and directors allocating their time to other businesses and potentially having conflicts of interest with Act II’s business or in approving the Business Combination;

​

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

​

•

factors relating to the business, operations and financial performance of Merisant and MAFCO and their subsidiaries; and

​

•

other factors detailed under the section entitled “Risk Factors.”

​

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us, Merisant or MAFCO. There can be no assurance that future developments affecting us, Merisant or MAFCO will be those that Act II, Merisant or MAFCO have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Act II’s control or the control of Merisant and MAFCO) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page 32 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Act II, Merisant and MAFCO undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any Act II shareholder or warrant holder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the Shareholders Meeting or Warrant Holders Meeting, as applicable, such shareholder or warrant holder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

v

QUESTIONS AND ANSWERS FOR SHAREHOLDERS AND WARRANT HOLDERS OF ACT II

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Shareholders Meeting, and the Warrant Holders Meeting including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Act II’s shareholders and warrant holders. Act II urges shareholders and warrant holders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Shareholders Meeting, which will be held at 8:30 a.m., Eastern Time, on , 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, and the Warrant Holders Meeting, which will be held at 8:00 a.m., Eastern Time, on             , 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

Act II shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Purchase Agreement and approve the Business Combination. The Purchase Agreement provides for, among other things, Act II’s purchase of all of the outstanding equity interests of Merisant and MAFCO, in accordance with the terms and subject to the conditions of the Purchase Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “Business Combination Proposal” for more detail.

​

A copy of the Purchase Agreement is attached to this proxy statement/prospectus as Annexes A-1 and A-2 and you are encouraged to read it in its entirety.

Immediately prior to the closing of the Business Combination, Act II will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Law and a domestication under Section 388 of the DGCL, pursuant to which Act II’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, among other things, (1) each then-issued and outstanding unit of Act II will automatically separate into one Act II Class A Share and one-half of one Act II warrant, (2) each then-issued and outstanding Act II Class B Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock, (3) each then-issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then-issued and outstanding Act II warrant will convert automatically into a Whole Earth Brands, Inc. warrant. See “Domestication Proposal” for additional information.

The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see “What amendments will be made to the current constitutional documents of Act II?” below.

Act II’s Public Warrant Holders are being asked to consider and vote upon the Warrant Amendment Proposal to amend the terms of the Warrant Agreement governing Act II’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of  $11.50 per share, will become exercisable for one-half of one share at an exercise price of  $5.75 per one-half share ($11.50 per whole share) and (ii) each holder of a warrant will receive, for each such warrant, a cash payment of  $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment). See the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal.”

Act II’s Public Warrant Holders are also being asked to consider and vote upon the Warrant Holders Adjournment Proposal to adjourn the Warrant Holders Meeting to a later date or dates, including, if necessary, including to permit further solicitation and vote of proxies if it is determined by Act II that more time is necessary or appropriate to approve the Warrant Amendment Proposal. See the section entitled “Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal.”

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YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:

What proposals are shareholders and warrant holders of Act II being asked to vote upon?

​

A:

At the Shareholders Meeting, Act II is asking holders of ordinary shares to consider and vote upon:

​

•

a proposal to approve by ordinary resolution and adopt the Purchase Agreement;

​

•

a proposal to approve by special resolution the Domestication;

​

•

a proposal to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents: (1) changing the corporate name from “Act II Global Acquisition Corp.” to “Whole Earth Brands, Inc.,” (2) making Whole Earth Brands, Inc.’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, and (4) removing certain provisions related to ACT II’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which ACT II’s board of directors believes is necessary to adequately address the needs of Whole Earth Brands, Inc. after the Business Combination;

​

•

a proposal to approve by ordinary resolution, to approve for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Whole Earth Brands, Inc. common stock to the Sellers in connection with the Business Combination and any person or entity in connection with any incremental equity issuances, to the extent such issuances would require a shareholder vote under Nasdaq Listing Rule 5635;

​

•

a proposal to approve by ordinary resolution the 2020 Plan; and

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•

a proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Shareholders Meeting.

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At the Warrant Holders Meeting, the Public Warrant Holders are being asked to vote on the following Warrant Holder Proposals:

•

The Warrant Amendment Proposal; and

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•

The Warrant Holders Adjournment Proposal.

​

If Act II’s shareholders and warrant holders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Purchase Agreement are waived by the applicable parties to the Purchase Agreement, the Purchase Agreement could terminate and the Business Combination may not be consummated. In addition to the foregoing proposals, the shareholders are also being asked to consider and vote upon the Adjournment Proposal. See “Business Combination Proposal,” “Domestication Proposal,” “Organizational Documents Proposal,” “Stock Issuance Proposal,” “Incentive Award Plan Proposal” and “Adjournment Proposal.”

Act II will hold the Shareholders Meeting and Warrant Holders Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Shareholders Meeting and Warrant Holders Meeting. Shareholders and warrant holders of Act II should read it carefully.

After careful consideration, Act II’s board of directors has determined that the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal are in the best interests of Act II and its shareholders, and the Warrant Amendment Proposal and Warrant Holders Adjournment Proposal are in the best interests of Act II and its warrant holders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Act II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Act II and its shareholders and what he, she or they may believe is best for himself,

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herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Act II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:

Are the Shareholder Proposals and Warrant Holder Proposals conditioned on one another?

​

A:

Each of the Business Combination Proposal, Domestication Proposal, the Stock Issuance Proposal, and the Organizational Documents Proposal is interdependent upon the others and each must be approved in order for Act II to complete the Business Combination contemplated by the Purchase Agreement. Approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, and the Organizational Documents Proposal is a condition to the consummation of the Warrant Amendment Proposal. The Business Combination Proposal, the Incentive Award Plan Proposal, the Stock Issuance Proposal and Adjournment Proposal must be approved by the holders of a majority of the ordinary shares that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Organizational Documents Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares as of the Record Date that are present and vote at the Shareholders Meeting. The Warrant Amendment Proposal must be approved by the holders of at least 65% of the outstanding Public Warrants. The Warrant Amendment Proposal will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment Proposal will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.

​

Q:

Why is Act II proposing the Business Combination?

​

A:

Act II was organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

​

Merisant is one of the world’s leading manufacturers of tabletop non-caloric sweeteners. Merisant markets its products under its flagship brands Whole Earth®, Equal®, Canderel®, and Pure Via®, along with several other adjacent consumer products in over 90 countries. Mafco Worldwide has been one of the world’s leading manufacturers of natural licorice products for over 150 years. Mafco Worldwide’s natural licorice products many of which are under the Magnasweet® brand are used today in a wide range of applications including food, beverage, pharmaceutical, confectionary, cosmetic, personal care and tobacco products.

Based on its due diligence investigations of Merisant and MAFCO and the industry in which they operate, including the financial and other information provided by Merisant and MAFCO in the course of Act II’s due diligence investigations, the Act II board of directors believes that the Business Combination with Merisant and MAFCO is in the best interests of Act II and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “Business Combination Proposal — Act II’s Board of Directors’ Reasons for the Business Combination” for additional information.

Q:

What will the Sellers receive in return for Act II’s acquisition of all of the issued and outstanding equity interests of Merisant and MAFCO?

​

A:

Although Act II’s board of directors believes that the Business Combination with Merisant and MAFCO presents a unique business combination opportunity and is in the best interests of Act II and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Business Combination Proposal — Act II’s Board of Director’s Reasons for the Business Combination,” as well as in the sections entitled “Risk Factors — Risks Related to Whole Earth Brands, Inc.’s Business.”

​

Subject to the terms and conditions set forth in the Purchase Agreement, at the Closing, the Sellers will receive (i) $450,000,000 in cash (which, under certain conditions, may be reduced by Act II by up to $55,000,000 immediately prior to Closing in exchange for a dollar-for-dollar increase in the Common

viii

Stock Consideration), plus or minus the Adjustment Amount (as defined in the Purchase Agreement) (the “Cash Consideration”), and (ii) that number of shares of Whole Earth Brands, Inc. common stock equal to the quotient of  (A) the sum of  (x) $60,000,000 and (y) the amount, if any, by which the Cash Consideration is reduced by Act II in accordance with the terms of the Purchase Agreement, divided by (B) the lowest per share price at which Act II Class A Shares sold to any person from and after the date of the Purchase Agreement but prior to, at or in connection with the Closing. For further details, see “Business Combination Proposal — The Purchase Agreement — Consideration — Purchase Price.”

Q:

What equity stake will current Act II shareholders and the Sellers hold in Whole Earth Brands, Inc. immediately after the consummation of the Business Combination?

​

A:

As of the date of this proxy statement/prospectus, there are 30,000,000 Act II Class A Shares, which were issued to the public in connection with the Act II IPO, and 7,500,000 Act II Class B Shares, which were issued to the Sponsor, issued and outstanding. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 21,750,000 warrants, which includes the 6,750,000 private placement warrants held by the Sponsor and the 15,000,000 public warrants. Each whole warrant entitles the holder thereof to purchase one Act II Class A Share and, following the Domestication, will entitle the holder thereof to purchase one share of Whole Earth Brands, Inc. common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Act II fully diluted share capital would be 59,250,000.

​

It is anticipated that, following the Business Combination (assuming consummation of the transactions contemplated by the Purchase Agreement), (1) Act II’s public shareholders are expected to own approximately 62.5% of the outstanding Whole Earth Brands, Inc. common stock, (2) the Sellers (without taking into account any public shares held by the Sellers prior to the consummation of the Business Combination) are expected to own approximately 12.5% of the outstanding Whole Earth Brands, Inc. common stock, and (3) the PIPE Investors will own approximately 15.6% of the outstanding shares of Whole Earth Brands, Inc. common stock and (4) the Sponsor is expected to own approximately 9.4% of the outstanding Whole Earth Brands, Inc. common stock. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that Whole Earth Brands, Inc. issues 6,000,000 shares of Whole Earth Brands, Inc. common stock to the Sellers pursuant to the Purchase Agreement. If the actual facts are different from these assumptions, the percentage ownership retained by Act II’s existing shareholders in the combined company will be different.

The following table illustrates varying ownership levels in Whole Earth Brands, Inc. immediately following the consummation of the Business Combination based on the assumptions above, except for varying levels of redemptions by the public shareholders.

(1)

This scenario assumes redemptions of 9,208,218 Act II Class A Shares at approximately $10.10 per share and an additional 5,500,000 shares of Whole Earth Brands, Inc. common stock issued to the Sellers at $10.00 per share (in lieu of cash consideration of  $55 million) in connection with the Business Combination.

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(2)

Includes 2.0 million shares of Whole Earth Brands, Inc. common stock issued to the Sponsor that will be held in escrow and subject to release upon the earliest to occur of  (i) the volume weighted-average

​

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per-share trading price of shares of Whole Earth Brands, Inc. common stock being at or above $20.00 per share for twenty (20) trading days in any thirty (30)-trading day continuous trading period during the Escrow Period, (ii) a Change in Control and (iii) the expiration of the Escrow Period.

(3)

Outstanding shares of Whole Earth Brands, Inc. common stock excludes, after giving effect to the Warrant Amendment, (i) 7.5 million shares of Whole Earth Brands, Inc. common stock issuable upon the exercise of the public warrants, each exercisable to purchase one half of one share of Whole Earth Brands, Inc. common stock at $5.75 per share, and (ii) 2.632 million shares of Whole Earth Brands, Inc. common stock issuable upon the exercise of the private placement warrants, each exercisable to purchase one half of one share of Whole Earth Brands, Inc. common stock at $5.75 per share.

​

For further details, see “Business Combination Proposal — The Purchase Agreement — Consideration — Purchase Price.”

Q:

Will there be new financing in connection with the Business Combination and are there any arrangements to help ensure that Act II will have sufficient funds to consummate the Business Combination?

​

A:

Yes, Whole Earth Brands, Inc. will obtain new equity financing through a private placement of Whole Earth Brands, Inc. in the Private Placement. The closing of the Private Placement is contingent upon, among other things, the closing of the Business Combination. For additional information, please see the section entitled “Business Combination Proposal — Related Agreements — Subscription Agreements.’’ In addition, in connection with the Business Combination, Act II is expected to enter into (x) a senior secured first lien term loan facility of up to $185 million that matures in five years and (y) a first lien revolving loan facility of up to $50 million that matures in five years. Loans outstanding under the first lien term loan facility and the first lien revolving loan facility will accrue interest at a rate per annum equal to LIBOR plus a margin ranging from 2.25% to 3.00% depending on the achievement of certain leverage ratios, and undrawn amounts under the first lien revolving loan facility will accrue a commitment fee at a rate per annum of 0.40% on the average daily undrawn portion of the commitments thereunder, with step downs to 0.30% upon achievement of certain leverage ratios. Principal payments on the first lien term loan facility will be due quarterly, in amounts equal to (i) 2.5% per annum of the original principal amount of the first lien term loan facility during the first and second years after the closing date of the credit facilities, (ii) 5.0% per annum of the original principal amount of the first lien term loan facility during the third year after the closing date of the credit facilities and (iii) 10% per annum of the original principal amount of the first lien term loan facility during the fourth and fifth years after the closing date of the credit facilities. For additional information, please see the section entitled “Business Combination Proposal — Related Agreements — Debt Financing.”

​

Q:

Why is Act II proposing the Domestication?

​

A:

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of Act II’s domicile to Delaware. Further, Act II’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. Act II’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of Act II and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”

​

To effect the Domestication, Act II will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Act II will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to the closing of the Business Combination under the Purchase Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of holders of at least

x

two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholders Meeting.

Q:

What amendments will be made to the current constitutional documents of Act II?

​

A:

The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Act II’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace Act II’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Law, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:

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Q:

How will the Domestication affect my ordinary shares, warrants and units?

​

A:

As a result of and upon the effective time of the Domestication, among other things, (1) each then issued and outstanding unit of Act II will automatically separate into one Act II Class A Share and one-half of one Act II warrant, (2) each then issued and outstanding Act II Class B Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock, (3) each then issued and outstanding Act II Class A Share will convert automatically, on a one-for-one basis, into a share of Whole Earth Brands, Inc. common stock and (4) each then issued and outstanding Act II warrant will convert automatically into a Whole Earth Brands, Inc. warrant. No fractional warrants will be issued upon the separation of the Act II units.

​

See “Domestication Proposal” for additional information.

Q:

What are the U.S. federal income tax consequences of the Domestication?

​

A:

As discussed more fully under “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

​

•

A U.S. Holder whose Act II Class A Shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of Act II’s earnings in income;

​

•

A U.S. Holder whose Act II Class A Shares have a fair market value of  $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of Act II stock entitled to vote and less than 10% of the total value of all classes of Act II stock will generally recognize gain (but not loss) on the exchange of Act II Class A Shares for Whole Earth Brands, Inc. common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Act II Class A Shares provided certain other requirements are satisfied; and

​

•

A U.S. Holder whose Act II Class A Shares have a fair market value of  $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of Act II ordinary shares entitled to vote or 10% or more of the total value of all classes of Act II ordinary shares will generally be required to include in income as a deemed dividend all earnings and profits amount attributable to its Act II Class A Shares provided certain other requirements are satisfied.

​

Act II does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations,” Act II believes that it is likely classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. In such case, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Act II Class A Shares or warrants for Whole Earth Brands, Inc. common stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — PFIC Considerations — D. QEF Election and Mark-to-Market Election” with respect to their Act II Class A Shares are generally not subject to the

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same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. No elections are currently available with respect to Act II warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations.”

Each U.S. Holder of Act II Class A Shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Act II Class A Shares and warrants for Whole Earth Brands, Inc. common stock and warrants pursuant to the Domestication.

Subject to the discussion in the section entitled “U.S. Federal Income Tax Considerations — PFIC Considerations” — with regards to the proposed Treasury Regulations relating to options, a U.S. Holder of Warrants should recognize capital gain (but not loss) with respect to the Warrant Amendment, and the amount of such capital gain should be equal to the difference between the amount of cash received plus the fair market value of the one-half of a Warrant received and the U.S. Holder’s adjusted tax basis in the Warrants. Such gain shall be limited to the amount of the Warrant Cash Payment.. Under certain circumstances a U.S. Holder can receive dividend treatment up to their ratable share of accumulated earnings and profits of ACT II, however, all U.S. Holders are urged to consult their tax advisors with respect to this potential treatment. For a more complete discussion of the tax consequences of the Warrant Amendment, see the discussion in the section entitled “Shareholder Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Act II Shareholders and Warrant Holders — Tax Consequences of the Warrant Amendment to U.S. Holders of Warrants.”

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such non-U.S. Holder’s Whole Earth Brands, Inc. common stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

Q:

Do I have redemption rights?

​

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

​

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all of the Act II Class B Shares in connection with the consummation of the Business Combination. The Act II Class B Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:

How do I exercise my redemption rights?

​

A:

If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

​

(i)

(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

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(ii)

submit a written request to Continental, Act II’s transfer agent, that Whole Earth Brands, Inc. redeem all or a portion of your public shares for cash; and

​

(iii)

deliver your public shares to Continental, Act II’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

​

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to      p.m., Eastern Time, on          , 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed.

The address of Continental, Act II’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Act II’s transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of September 30, 2019, this would have amounted to approximately $10.10 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of Act II’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Shareholders Meeting. If you deliver your shares for redemption to Continental, Act II’s transfer agent, and later decide prior to the Shareholders Meeting not to elect redemption, you may request that Act II’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, Act II’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, Act II’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Shareholders Meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, Act II’s agent, at least two business days prior to the vote at the Shareholders Meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, Whole Earth Brands, Inc. will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of Whole Earth Brands, Inc. common stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

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Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

​

A:

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Act II’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, Act II’s transfer agent, by               p.m., Eastern Time, on            , 2020 (two business days before the Shareholders Meeting) in order to exercise your redemption rights with respect to your public shares.

​

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

​

A:

It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its Whole Earth Brands, Inc. common stock will generally be treated as selling such Whole Earth Brands, Inc. common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Whole Earth Brands, Inc. common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

​

Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:

What happens to the funds deposited in the trust account after consummation of the Business Combination?

​

A:

Following the closing of Act II’s initial public offering, an amount equal to $300.0 million ($10.00 per unit) of the net proceeds from Act II’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of September 30, 2019, funds in the trust account totaled $ 303.0 million and were substantially held in U.S. Treasury Bills. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of  (i) the completion of an initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend Act II’s amended and restated memorandum and articles of association to (A) modify the substance or timing of Act II’s obligation to redeem 100% of its public shares if it does not complete an initial business combination by April 30, 2021 or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the public shares if Act II is unable to complete an initial business combination by April 30, 2021 (or if such date is further extended at a duly called extraordinary general meeting of shareholders, such later date), subject to applicable law.

​

Upon consummation of the Business Combination, the funds deposited in the trust account (together with the proceeds from the Private Placement) will be released to pay holders of Act II Class A Shares who properly exercise their redemption rights, the purchase price to the Sellers, transaction fees and expenses associated with the Business Combination, and for working capital and general corporate purposes of Whole Earth Brands, Inc. following the Business Combination. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

Q:

What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

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A:

Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

​

The Purchase Agreement provides that the obligations of each party to consummate the Business Combination are conditioned on, among other things, that as of the Closing, after giving effect to (A) the completion of any redemptions by holders of Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of the Business Combination in accordance with Act II’s organizational documents; and (B) all available amounts in the trust account, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing, and any additional equity financing, Act II must have cash in an amount equal to or exceeding $210,000,000 (the “Minimum Cash Condition”). If such condition is not met, and such condition is not or cannot be waived under the terms of the Purchase Agreement, then the Purchase Agreement could terminate and the proposed Business Combination may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause Whole Earth Brands, Inc.’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

Q:

What conditions must be satisfied to complete the Business Combination?

​

A:

The Closing is subject to customary conditions, including, among others, that (i) the applicable waiting period under the HSR Act shall have expired or been terminated, (ii) the shareholders of the Act II shall have (A) approved and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware, (iii) at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in the Act II’s organizational documents) in accordance with Act II’s organizational documents; and (B) all available amounts in the trust account established by the Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing, and any additional equity financing, Act II shall have cash in an amount equal to or exceeding $210,000,000 (the “Minimum Cash Condition”), and (iv) solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq.

​

For more information about conditions to the consummation of the Business Combination, see “Business Combination Proposal — The Purchase Agreement.”

Q:

When do you expect the Business Combination to be completed?

​

A:

It is currently expected that the Business Combination will be consummated by the end of the first half of 2020. This date depends, among other things, on the approval of the proposals to be put to Act II shareholders at the Shareholders Meeting and the Public Warrant Holders at the Warrant Holders Meeting. However, such meetings could be adjourned if either the Shareholder Adjournment Proposal or the Warrant Holder Adjournment Proposal is adopted at the Shareholders Meeting and the Warrant Holders Meeting, respectively, and Act II elects to adjourn the Shareholders Meeting or the Warrant Holders Meeting to a later date or dates to permit further solicitation and vote of proxies if reasonably determined to be necessary or desirable by Act II. For a description of the conditions for the completion of the Business Combination, see “Business Combination Proposal — The Purchase Agreement.”

​

Q:

Will Act II enter into any equity financing arrangements in connection with the Business Combination?

​

A

Yes.   On February 12, 2020, Act II entered into Subscription Agreements with certain investors (collectively, the “PIPE Investors”) pursuant to which, among other things, such investors agreed to subscribe for and purchase, and Act II agreed to issue and sell to such investors, 7,500,000 shares of

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xvi

Whole Earth Brands, Inc. common stock and Whole Earth Brands, Inc. private placement warrants exercisable for 2,631,750 shares of Whole Earth Brands, Inc. common stock for gross proceeds of approximately $75,000,000 (the “Private Placement”). Act II granted certain customary registration rights to the PIPE Investors.

The PIPE Investors’ obligation to consummate the PIPE Financing is conditioned upon the following:

•

no suspension of the qualification of the Act II Class A Shares or the shares of Whole Earth Brands, Inc. common stock for offering or sale or trading in the United States prior to the closing of the PIPE Financing;

​

•

all representations and warranties of Act II and each PIPE Investor contained in the relevant Subscription Agreement must be true and correct in all material respects as of the closing of the PIPE Financing, and consummation of the PIPE Financing will constitute a reaffirmation by Act II and each PIPE Investor of each of the representations, warranties and agreements of each such party contained in the Subscription Agreements as of the closing of the PIPE Financing;

​

•

as of the closing of the PIPE Financing, a judgment, order, law, rule or regulation must not be enacted, issued, promulgated, enforced or entered by a governmental authority that has the effect of making consummation of the PIPE Financing illegal or otherwise prohibiting or enjoining consummation of the PIPE Financing;

​

•

the Business Combination and the Debt Financing (as defined in the Purchase Agreement) must be consummated prior to June 30, 2020, substantially concurrently with the closing of the PIPE Financing in accordance with the terms of the Purchase Agreement, the Sponsor Support Agreement and the Debt Commitment Letter (as defined in the Purchase Agreement), and the provisions and conditions of the Purchase Agreement must not be amended, and the provisions and conditions of the Sponsor Support Agreement and the Debt Commitment Letter, must not be waived, further amended, supplemented or otherwise modified in any respect materially adverse to the PIPE Investors (except that waivers, further amendments, supplements or other modifications may be consented to on behalf of all PIPE Investors by the prior written consent of the PIPE Investors investing at least sixty-six and two thirds percent (66.67%) of the PIPE Financing);

​

•

Baron Funds must purchase no less than $20 million of Act II Class A Shares and private placement warrants (in the same proportion of Act II Class A Shares to private placement warrants purchased by the other PIPE Investors) simultaneously with the closing of all the other PIPE Financing transactions in accordance with the terms of each of the relevant Subscription Agreements;

​

•

After giving effect to the Transaction, the Debt Financing, and the transactions contemplated by the Subscription Agreements, the total debt of Act II and its subsidiaries (inclusive of any unpaid principal and premium under any credit facilities, liabilities evidenced by bonds, notes, or other similar instruments, obligations evidenced by letters of credit to the extent drawn, and obligations under capital leases that would at such time be required to be capitalized and reflected as a liability on a balance sheet) less cash and cash equivalents must not exceed $213,000,000, at the closing of the PIPE Financing;

​

•

Simultaneously with the closing of the PIPE Financing, the Sponsor and its affiliates must irrevocably forfeit to Act II for no consideration 3,000,000 Act II Class B Shares and 6,750,000 private placement warrants;

​

•

More than 50% of the Act II Class A Shares issued and outstanding as of December 16, 2019 must not be redeemed by the holders of the Act II Class A Shares in connection with the Transaction;

​

•

Prior to or simultaneously with the consummation of the PIPE Financing, Act II must reduce the number of Act II Class A Shares issuable upon exercise of the private placement warrants by 7,500,000 by paying the holders of such warrant $0.75 per private placement warrant in exchange

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xvii

for reducing the shares issuable upon exercise of such warrants by one-half  (except the payment amount per private placement warrant may be amended with the prior written consent of the PIPE Investors investing at least sixty-six and two thirds percent (66.67%) of the PIPE Financing); and

•

The Domestication must have occurred, and the Act II Class A Shares issued under the Subscription Agreements and upon exercise of the private placement warrants must be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance.

​

The Ordinary Shares and Warrants to be offered and sold in connection with the Private Placements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder without any form of general solicitation or general advertising. The proceeds from the Private Placement will be used to fund a portion of the aggregate cash obligations (as defined under the Purchase Agreement) for the Business Combination.

Q:

What happens if the Business Combination is not consummated?

​

A:

Act II will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Purchase Agreement. If Act II is not able to complete the Business Combination with Merisant and MAFCO by April 30, 2021 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, Act II will: (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (3) as promptly as reasonably possible following such redemption, subject to the approval of Act II’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

​

Q:

Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

​

A:

Neither Act II’s shareholders nor Act II’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Law or under the DGCL.

​

Q:

Why is Act II holding the Warrant Holders Meeting?

​

A:

Act II is holding the Warrant Holders Meeting to seek approval from the Public Warrant Holders to amend the Warrant Agreement to reduce the number of shares of the Whole Earth Brands, Inc. common stock issuable upon exercise of the outstanding warrants, and thereby reduce the amount by which the Whole Earth Brands, Inc.’s stockholders would otherwise have been diluted from the future exercise of the Whole Earth Brands, Inc.’s outstanding warrants. At the Warrant Holders Meeting, Act II will ask its Public Warrant Holders to approve and consent to amend to the terms of the Warrant Agreement governing Act II’s outstanding warrants to provide that, immediately prior to the consummation of the Business Combination, (i) each of Act II’s outstanding warrants, which currently entitle the holder thereof to purchase one Act II Class A Share at an exercise price of  $11.50 per share, will become exercisable for one-half of one share at an exercise price of  $5.75 per one-half share ($11.50 per whole share) and (ii) each holder of a warrant will receive, for each such warrant, a cash payment of  $0.75 (although the holders of the private placement warrants have waived their rights to receive such payment). A summary of the Warrant Amendment Proposal is set forth in the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal” of this proxy statement/​prospectus and a complete copy of the Amended and Restated Warrant Agreement is attached hereto as Annex H.

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xviii

In addition, at the Warrant Holders Meeting, the Public Warrant Holders will also be asked to approve a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated vote at the time of the Warrant Holders Meeting, there are not sufficient votes to approve the Warrant Amendment Proposal. This is referred to herein as the Warrant Holders Adjournment Proposal. This proposal will only be presented at the Warrant Holders Meeting if there are not sufficient votes to approve the Warrant Amendment Proposal.

Q:

What do I need to do now?

​

A:

Act II urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. Act II’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

​

Q:

How do I vote?

​

A:

If you are a record owner of your shares and/or warrants, there are two ways to vote your Act II Shares and/or warrants at the Shareholders Meeting and/or the Warrant Holders Meeting:

​

You Can Vote By Signing and Returning the Enclosed Proxy Card.   If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares and/or your warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Act II board “FOR” the Business Combination Proposal, Domestication Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal, Organizational Documents Proposal and Shareholder Adjournment Proposal (if presented). If you sign and return the proxy card but do not give instructions on how to vote your warrants, your warrants will be voted as recommended by the Act II board “FOR” the Warrant Amendment Proposal and the Warrant Holders Adjournment Proposal (if any). Votes received after a matter has been voted upon at the Shareholders Meeting or the Warrant Holders Meeting will not be counted.

You Can Attend the Shareholders Meeting and/or the Warrant Holders Meeting and Vote in Person.    When you arrive, you will receive a ballot that you may use to cast your vote.

If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares or warrants you beneficially own are properly counted. If you wish to attend the Shareholders Meeting or the Warrant Holders Meeting and vote in person and your shares or warrants are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Act II can be sure that the broker, bank or nominee has not already voted your shares or warrants.

Q:

What if I do not vote my Act II shares and/or warrants or if I abstain from voting?

​

A:

The approval of the Business Combination Proposal, the Equity Incentive Award Plan Proposal, the Stock Issuance Proposal and the Shareholder Adjournment Proposal, if presented, requires the affirmative vote of a majority of the outstanding Act II Shares as of the Record Date that are present and vote at the Shareholders Meeting. The Domestication Proposal and the Organizational Documents Proposal must be approved by a special resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Act II Shares as of the Record Date that are present and vote at the Shareholders Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Shareholder Proposals. As a result, if you abstain from voting on the Shareholder Proposals, your Act II Shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Memorandum and Articles of Association), but the abstention will have no effect on the outcome of such proposal.

​

The approval of the Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Public Warrants. The Warrant Holders Adjournment Proposal, if presented, requires the affirmative vote by the holders of a majority of the outstanding Public

xix

Warrants that are present and entitled to vote at the Warrant Holders Meeting. Abstentions will have the same effect as a vote against the Warrant Amendment Proposal but will have no effect on the Warrant Holder Adjournment Proposal, if presented. Broker non-votes will have the same effect as a vote against the Warrant Amendment Proposal, but will have no effect on the Warrant Holder Adjournment Proposal.

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A:

No.   If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholders Meeting, and otherwise will have no effect on a particular proposal.

​

Q:

When and where will the Shareholders Meeting be held?

​

A:

The Shareholders Meeting will be held at 8:30 a.m., Eastern Time, on            , 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, unless the Shareholders Meeting is adjourned.

​

Q:

When and where will the Warrant Holders Meeting be held?

​

A:

The Warrant Holders Meeting will be held at 8:00 a.m., Eastern Time, on            , 2020, at DLA Piper LLP (US), located at 1251 Avenue of the Americas, New York, New York 10020, unless the Warrant Holders Meeting is adjourned.

​

Q:

Who is entitled to vote at the Shareholders and Warrant Holders Meeting?

​

A:

Act II has fixed            , 2020 as the Record Date. If you were a shareholder of Act II at the close of business on the Record Date, you are entitled to vote on matters that come before the Shareholders Meeting. However, a shareholder may only vote his, her or its shares of Public Warrants, as applicable, if he, she or it is present in person or is represented by proxy at the Shareholders Meeting. If you were a Public Warrant Holder of Act II at the close of business on the Record Date, you are entitled to vote on matters that come before the Warrant Holders Meeting. However, a Public Warrant Holder may only vote his, her or its warrants if he, she or it is present in person or is represented by proxy at the Warrant Holders Meeting.

​

Q:

How many votes do I have?

​

A:

Act II shareholders are entitled to one vote at the Shareholders Meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the Shareholders Meeting, there were 30,000,000 Act II Class A Shares, which were issued to the public in connection with the Act II IPO, and 7,500,000 Act II Class B Shares, which were issued to the Sponsor, issued and outstanding.

​

xx

Q:

What constitutes a quorum?

​

A:

A quorum of Act II shareholders is necessary to hold a valid meeting. A quorum will be present at the Shareholders Meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the Shareholders Meeting are represented in person or by proxy. As of the record date for the Shareholders Meeting, 18,750,001 ordinary shares would be required to achieve a quorum.

​

Q:

What vote is required to approve each proposal at the Shareholders Meeting and Warrant Holders Meeting?

​

A:

The following votes are required for each proposal at the Shareholders Meeting:

​

(i)

Business Combination Proposal:   The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.

​

(ii)

Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.

​

(iii)

Organizational Documents Proposal:   The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.

​

(iv)

Stock Issuance Proposal:   The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.

​

(v)

Incentive Award Plan Proposal:   The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.

​

(vi)

Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.

​

The following votes are required for each proposal at the Warrant Holders Meeting:

(i)

The Warrant Amendment Proposal:   The approval of the Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Public Warrants.

​

(ii)

The Warrant Holders Adjournment Proposal:   The Warrant Holders Adjournment Proposal, if presented, requires the affirmative vote by the holders of a majority of the outstanding Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. Abstentions will have the same effect as a vote against the Warrant Amendment Proposal but will have no effect on the Warrant Holder Adjournment Proposal, if presented.

​

Q:

What are the recommendations of Act II’s board of directors?

​

A:

Act II’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Shareholders Meeting are in the best interest of Act II’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Award Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Shareholders Meeting.

​

xxi

Act II’s board of directors believes that the Warrant Amendment Proposal and the other proposals to be presented at the Warrant Holders Meeting are in the best interest of Act II’s warrant holders and unanimously recommends that its warrant holders vote “FOR” the Warrant Amendment Proposal and “FOR “the Warrant Holders Adjournment Proposal, if presented.

The existence of financial and personal interests of one or more of Act II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Act II and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Act II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:

How does the Sponsor intend to vote its shares?

​

A:

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all the Act II Class B Shares and any other public shares they may hold in favor of all the proposals being presented at the Shareholders Meeting. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

​

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor, Merisant and MAFCO or our or their respective directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Act II’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Merisant and MAFCO or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of  (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposal, (3) satisfaction of the requirement that the Minimum Available Cash Amount condition is satisfied, (4) otherwise limiting the number of public shares electing to redeem and (5) Whole Earth Brands, Inc.’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination).

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Shareholders Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose

xxii

any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Shareholders Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:

What happens if I sell my Act II ordinary shares before the Shareholders Meeting?

​

A:

The Record Date for the Shareholders Meeting is earlier than the date of the Shareholders Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable Record Date, but before the Shareholders Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

​

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes.   Shareholders may send a later-dated, signed proxy card to Act II’s Secretary at Act II’s address set forth below so that it is received by Act II’s Secretary prior to the vote at the Shareholders Meeting (which is scheduled to take place on            , 2020) or attend the Shareholders Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Act II’s Secretary, which must be received by Act II’s Secretary prior to the vote at the Shareholders Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

​

Q:

What happens if I fail to take any action with respect to the Shareholders Meeting?

​

A:

If you fail to take any action with respect to the Shareholders Meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of Whole Earth Brands, Inc. If you fail to take any action with respect to the Shareholders Meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of Act II. However, if you fail to vote with respect to the Shareholders Meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).

​

Q:

What should I do with my share certificates, warrant certificates or unit certificates?

​

A:

Shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, Act II’s transfer agent, prior to the Shareholders Meeting.

​

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to p.m., Eastern Time, on            , 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed.

Warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

Upon the Domestication, holders of Act II units, Act II Class A Shares, Act II Class B Shares and warrants will receive shares of Whole Earth Brands, Inc. common stock and warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Act II Class A Shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Act II Class B Shares or warrants.

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

​

xxiii

Q:

Who will solicit and pay the cost of soliciting proxies for the Shareholders Meeting?

​

A:

Act II will pay the cost of soliciting proxies for the Shareholders Meeting. Act II has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Shareholders Meeting. Act II has agreed to pay Morrow a fee of  $25,000, plus disbursements (to be paid with non-trust account funds). Act II will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Act II Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of Act II Class A Shares and in obtaining voting instructions from those owners. Act II’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q:

Where can I find the voting results of the Shareholders Meeting?

​

A:

The preliminary voting results will be expected to be announced at the Shareholders Meeting. Act II will publish final voting results of the Shareholders Meeting in a Current Report on Form 8-K within four business days after the Shareholders Meeting.

​

Q:

Who can help answer my questions?

​

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:

​

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call (203) 658-9400
Email: ACTT.info@investor.morrowsodali.com

You also may obtain additional information about Act II from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Act II’s transfer agent, at the address below prior to the Shareholders Meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to p.m., Eastern Time, on , 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

xxiv

1

2

​

3

4

​

5

6

7

8

​

9

​

10

​

11

​

12

13

14

15

16

​

17

18

19

Sources of Funds (in millions)

​

​

​

​

​

​

​

​

Uses of Funds (in millions)

​

​

​

​

​

​

​

Existing cash in trust account(1)

​

​

​

$

300

​

​

​

Cash consideration to the Sellers

​

​

​

$

450

​

​

Shares of Whole Earth Brands, Inc. issued to the Sellers(2)

​

​

​

​

60

​

​

​

Shares of Whole Earth Brands, Inc. issued to the Sellers(2)

​

​

​

​

60

​

​

Private Placement(3)

​

​

​

​

75

​

​

​

Warrant Agreement Amendment Cost(5)

​

​

​

​

11

​

​

New Net Debt(4)

​

​

​

​

126

​

​

​

Transaction fees and expenses

​

​

​

​

40

​

​

Total Sources

​

​

​

$

561

​

​

​

Total Uses

​

​

​

$

561

​

​

20

21

​

​

​

Three Months Ended September 30, 2019

​

​

Nine Months Ended September 30, 2019

​

Statement of Operations Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

​

$

1,798,866

​

​

​

​

$

2,970,867

​

​

Unrealized gain (loss) on marketable securities held in trust account

​

​

​

$

(174,086)

​

​

​

​

$

31,696

​

​

Operating costs

​

​

​

$

130,971

​

​

​

​

$

226,642

​

​

Net income

​

​

​

$

1,493,809

​

​

​

​

$

2,775,921

​

​

Weighted average shares outstanding, basic and diluted(1)

​

​

​

​

8,986,675

​

​

​

​

​

8,176,576

​

​

Basic and diluted net income/(loss) per ordinary share(2)

​

​

​

$

(0.01)

​

​

​

​

$

(0.01)

​

​

​	​	​	As of September 30, 2019				​
Balance Sheet Data:	​	​	​	​	​	​	​
Total assets	​	​	​	$	304,231,566	​	​
Total liabilities	​	​	​	​	11,295,000	​	​
Act II Class A Shares, $0.0001 par value; 200,000,000 shares authorized; 1,491,670 shares issued and outstanding (excluding 28,508,330 shares subject to possible redemption)	​	​	​	​	149	​	​
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,500,000 shares issued and outstanding	​	​	​	​	750	​	​
Additional paid in capital	​	​	​	​	2,223,181	​	​
Retained earnings	​	​	​	​	2,775,921	​	​
Total Shareholders’ Equity	​	​	​	​	5,000,001	​	​

22

​

​

Nine Months Ended September 30,

​

​

Year Ended December 31,

​

(In millions)

​

​

2019

​

​

2018

​

​

2018

​

​

2017

​

​

​

​

(Unaudited)

​

​

(Unaudited)

​

​

(Audited)

​

​

(Audited)

​

Product revenues, net

​

​

​

$

203.4

​

​

​

​

$

217.9

​

​

​

​

$

291.0

​

​

​

​

$

288.0

​

​

Cost of goods sold

​

​

​

​

117.6

​

​

​

​

​

123.9

​

​

​

​

​

167.9

​

​

​

​

​

167.5

​

​

Gross profit

​

​

​

​

85.8

​

​

​

​

​

94.0

​

​

​

​

​

123.1

​

​

​

​

​

120.5

​

​

Selling, general and administrative expenses

​

​

​

​

48.9

​

​

​

​

​

55.3

​

​

​

​

​

74.8

​

​

​

​

​

77.5

​

​

Amortization of intangible assets

​

​

​

​

8.0

​

​

​

​

​

8.3

​

​

​

​

​

11.1

​

​

​

​

​

11.1

​

​

Restructuring and other non-recurring expenses

​

​

​

​

4.6

​

​

​

​

​

10.8

​

​

​

​

​

9.5

​

​

​

​

​

13.1

​

​

Operating income

​

​

​

​

24.3

​

​

​

​

​

19.6

​

​

​

​

​

27.7

​

​

​

​

​

18.8

​

​

Other expense, net

​

​

​

​

1.0

​

​

​

​

​

1.5

​

​

​

​

​

1.5

​

​

​

​

​

3.9

​

​

Income before income taxes

​

​

​

​

23.3

​

​

​

​

​

18.1

​

​

​

​

​

26.2

​

​

​

​

​

14.9

​

​

Provision/(Benefit) for income taxes

​

​

​

​

5.2

​

​

​

​

​

3.3

​

​

​

​

​

5.3

​

​

​

​

​

(10.2)

​

​

Net income

​

​

​

$

18.1

​

​

​

​

$

14.8

​

​

​

​

$

20.9

​

​

​

​

$

25.1

​

​

​

​

​

As of September 30, 2019

​

​

As of December 31, 2018

​

​

​

(Unaudited)

​

​

(Audited)

​

Balance Sheet Data:

​

​

​

Working Capital

​

​

​

$

135.3

​

​

​

​

$

135.5

​

​

Total Assets

​

​

​

​

592.5

​

​

​

​

​

608.0

​

​

Total Liabilities

​

​

​

​

118.2

​

​

​

​

​

123.5

​

​

Net parent investment

​

​

​

​

474.3

​

​

​

​

​

484.5

​

​

23

​

24

25

​

​

​

COMBINED MERISANT/​ MAFCO

​

​

ACT II

​

​

ADJUSTMENTS

​

​

ADJ.#

​

​

PRO FORMA

​

Product revenues

​

​

​

$

203,400

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

203,400

​

​

Cost of goods sold

​

​

​

​

117,600

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

117,600

​

​

GROSS PROFIT

​

​

​

​

85,800

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

85,800

​

​

Selling, general & administrative expenses

​

​

​

​

48,900

​

​

​

​

$

227

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

49,127

​

​

Restructuring and other non-recurring expenses

​

​

​

​

4,600

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

4,600

​

​

Amortization of intangibles

​

​

​

​

8,000

​

​

​

​

​

​

​

​

​

​

$

(2,325)

​

​

​

​

​

a

​

​

​

​

​

5,675

​

​

OPERATING INCOME

​

​

​

​

24,300

​

​

​

​

​

(227)

​

​

​

​

​

(2,325)

​

​

​

​

​

​

​

​

​

​

​

26,398

​

​

Interest expense on bank debt

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

6,938

​

​

​

​

​

c

​

​

​

​

​

6,938

​

​

Interest income

​

​

​

​

​

​

​

​

​

​

(2,971)

​

​

​

​

​

2,971

​

​

​

​

​

b

​

​

​

​

​

0

​

​

Unrealized gain on Trust Account investments

​

​

​

​

​

​

​

​

​

​

(32)

​

​

​

​

​

32

​

​

​

​

​

b

​

​

​

​

​

0

​

​

Other expense, net

​

​

​

​

1,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1,000

​

​

INCOME (LOSS) BEFORE INCOME TAXES

​

​

​

​

23,300

​

​

​

​

​

(3,230)

​

​

​

​

​

1,610

​

​

​

​

​

​

​

​

​

​

​

18,460

​

​

Provision for income taxes

​

​

​

​

5,200

​

​

​

​

​

​

​

​

​

​

​

(1,323)

​

​

​

​

​

e

​

​

​

​

​

3,877

​

​

NET (LOSS) INCOME

​

​

​

$

18,100

​

​

​

​

$

(3,230)

​

​

​

​

$

287

​

​

​

​

​

​

​

​

​

​

$

14,583

​

​

Primary and Diluted Earnings Per Share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Scenario 1 – Assuming No Redemptions:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted Average number of shares

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

48,000,000

​

​

Earnings per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

0.30

​

​

Scenario 2 – Assuming High Redemptions:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted Average number of shares

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

44,291,782

​

​

Earnings per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

0.33

​

​

26

​

​

​

COMBINED MERISANT/​ MAFCO

​

​

ACT II

​

​

ADJUSTMENTS

​

​

ADJ.#

​

​

PRO FORMA

​

Product revenues

​

​

​

$

291,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

291,000

​

​

Cost of goods sold

​

​

​

​

167,900

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

167,900

​

​

GROSS PROFIT

​

​

​

​

123,100

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

123,100

​

​

Selling, general & administrative expenses

​

​

​

​

74,800

​

​

​

​

$

227

​

​

​

​

$

(800)

​

​

​

​

​

d

​

​

​

​

​

74,227

​

​

Restructuring and other non-recurring expenses

​

​

​

​

9,500

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

9,500

​

​

Amortization of intangibles

​

​

​

​

11,100

​

​

​

​

​

​

​

​

​

​

​

(3,100)

​

​

​

​

​

a

​

​

​

​

​

8,000

​

​

OPERATING INCOME

​

​

​

​

27,700

​

​

​

​

​

(227)

​

​

​

​

​

(3,100)

​

​

​

​

​

​

​

​

​

​

​

31,373

​

​

Interest expense on bank debt

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

9,250

​

​

​

​

​

c

​

​

​

​

​

9,250

​

​

Interest income

​

​

​

​

​

​

​

​

​

​

(2,971)

​

​

​

​

​

2,971

​

​

​

​

​

b

​

​

​

​

​

0

​

​

Unrealized gain on Trust Account investments

​

​

​

​

​

​

​

​

​

​

(32)

​

​

​

​

​

32

​

​

​

​

​

b

​

​

​

​

​

0

​

​

Other expense, net

​

​

​

​

1,500

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1,500

​

​

INCOME BEFORE INCOME TAXES

​

​

​

​

26,200

​

​

​

​

​

(3,230)

​

​

​

​

​

3,147

​

​

​

​

​

​

​

​

​

​

​

20,623

​

​

Provision for income taxes

​

​

​

​

5,300

​

​

​

​

​

​

​

​

​

​

​

(969)

​

​

​

​

​

e

​

​

​

​

​

4,331

​

​

NET INCOME

​

​

​

$

20,900

​

​

​

​

$

(3,230)

​

​

​

​

$

2,178

​

​

​

​

​

​

​

​

​

​

$

16,292

​

​

Primary and Diluted Earnings Per Share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Scenario 1 – Assuming No Redemptions:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted Average number of shares

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

48,000,000

​

​

Earnings per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

0.34

​

​

Scenario 2 – Assuming High Redemptions:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted Average number of shares

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

44,291,782

​

​

Earnings per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

$

0.37

​

​

27

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Scenario 1 Assuming No Redemptions

​

​

Scenario 2 Assuming High Redemptions

​

​

​

​

COMBINED MERISANT/​ MAFCO

​

​

ACT II

​

​

ADJUSTMENTS ASSUMING NO REDEMPTIONS

​

​

ADJ.#

​

​

PRO FORMA BALANCE SHEET ASSUMING NO REDEMPTIONS

​

​

ADJUSTMENTS ASSUMING MAXIMUM REDEMPTIONS

​

​

ADJ.#

​

​

PRO FORMA BALANCE SHEET ASSUMING MAXIMUM REDEMPTIONS

​

Balance Sheet Data – As of September 30, 2019 (in thousands except per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total current assets

​

​

​

$

186,200

​

​

​

​

$

1,229

​

​

​

​

$

54,053

​

​

​

​

​

​

​

$

241,482

​

​

​

​

$

16,050

​

​

​

​

​

​

​

$

203,479

​

​

Total assets

​

​

​

​

592,500

​

​

​

​

​

304,232

​

​

​

​

​

(218,350)

​

​

​

​

​

​

​

​

678,382

​

​

​

​

​

(256,353)

​

​

​

​

​

​

​

​

640,379

​

​

Total current liabilities

​

​

​

​

50,900

​

​

​

​

​

15

​

​

​

​

​

​

​

​

​

​

​

​

​

​

50,915

​

​

​

​

​

0

​

​

​

​

​

​

​

​

50,915

​

​

Total liabilities

​

​

​

​

118,200

​

​

​

​

​

11,295

​

​

​

​

​

155,920

​

​

​

​

​

​

​

​

285,415

​

​

​

​

​

155,920

​

​

​

​

​

​

​

​

285,415

​

​

Total equity

​

​

​

​

474,300

​

​

​

​

​

5,000

​

​

​

​

​

(86,333)

​

​

​

​

​

​

​

​

392,967

​

​

​

​

​

(124,336)

​

​

​

​

​

​

​

​

354,964

​

​

28

Trading Date

​

​

Units (ACTTU)

​

​

Act II Class A Shares (ACTT)

​

​

Warrants (ACTTW)

​

December 19, 2019

​

​

​

$

10.50

​

​

​

​

$

9.98

​

​

​

​

$

0.96

​

​

February 10, 2020

​

​

​

$

10.75

​

​

​

​

$

10.19

​

​

​

​

$

1.28

​

​

29

​

​

​

​

​

​

​

​

​

Pro Forma Combined(1)

​

​

​

​

Act II

​

​

No Redemptions

​

​

High Redemptions

​

Book Value per Share as of September 30, 2019

​

​

​

$

7.81

​

​

​

​

$

8.19

​

​

​

​

$

8.01

​

​

Net Income per Common Share – Basic and Diluted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the year ended December 31, 2018

​

​

​

​

—

​

​

​

​

$

0.34

​

​

​

​

$

0.37

​

​

For the nine months ended September 30, 2019

​

​

​

$

(0.01)

​

​

​

​

$

0.30

​

​

​

​

$

0.33

​

​

​

30

31

RISK FACTORS

Act II shareholders and warrant holders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Risks Related to Merisant’s Business

Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to the business of Merisant prior to the consummation of the Business Combination, which, together with the business of Mafco Worldwide, will be the business of Whole Earth Brands, Inc. and its subsidiaries following the consummation of the Business Combination.

Competition and consolidation may reduce sales and margins.

We operate in a highly competitive industry and compete with companies that have greater capital resources, facilities and diversity of product lines. Increased competition for products could result in reduced volumes and/or prices, both of which would reduce our sales and margins. Our competitors may also introduce new low-calorie sweeteners and other alternatives to sugar. To the extent that current users of our products switch to other low-calorie sweeteners or sugar alternatives, there could be a decrease in the demand for our products. In addition, competitors with larger marketing budgets can influence consumer preferences. There is no assurance that Merisant’s existing marketing spending is sufficient to stay competitive with other product manufacturers.

Our margins are also under pressure from consolidation in the retail food industry in many regions of the world. In the United States, we have experienced a shift in the channels where consumers purchase our products from the higher margin retail to the lower margin club and mass merchandisers. Such consolidation may significantly increase our cost of doing business and may further result in lower sales of our products and/or lower margins on sales. In addition, increased competition from private label manufacturers of low-calorie tabletop sweeteners may have a negative impact on sales and/or margins.

If we do not manage costs in the highly competitive tabletop sweetener industry, profitability could decrease.

Our company’s success depends in part on our ability to manage costs and be efficient in the highly competitive tabletop sweetener industry. If we do not continue to manage costs and achieve additional efficiencies, profitability could decrease. Inability to manage fluctuations in the price and availability of raw materials, energy, freight and other operating inputs could contribute to decreased profitability. Such fluctuations could stem alternative crops and varying local or regional harvests because of, for example, weather conditions, crop disease, climate change or crop yields. In some cases, we may not be able to pass the full increase in raw material prices, or higher energy, freight or other operating costs, on to our customers.

Rapid growth of natural sweetener products may not be sustainable and launches of new products may not be successful

The rapid net sales growth experienced in our natural sweetener category may not be sustainable long term and could moderate in the coming years or quarters. In addition, adoption of the Whole Earth and Pure Via brands may be slower or cost more than has been historically experienced. New sweeteners may be introduced into the market which could impact net sales growth.

We use exclusive distributors in certain jurisdictions to represent a portion of our products and any failure by such distributors to effectively represent us could adversely affect our business.

We use exclusive distributors in certain jurisdictions for our products. Our business would suffer disruption if these distributors were to fail to perform their expected services or to effectively represent us, which could adversely affect our business.

Changes in consumer preferences could decrease revenues and cash flow.

We are subject to the risks of evolving consumer preferences and nutritional and health-related concerns. A substantial component of our revenues are derived from the sale of low-calorie tabletop

32

sweeteners in which either aspartame, sucralose, saccharine (collectively, “Artificial Sweeteners”), or stevia are the primary ingredient. To the extent that consumer preferences evolve away from Artificial Sweeteners, there will be a decreased demand for certain of our products. Consumer perception that there are low-calorie tabletop sweetener alternatives that are healthier or more natural than Artificial Sweeteners could also decrease demand for certain of our products even while it may benefit certain other products. Any shift in consumer preferences away from our products, including any shift in preferences from Artificial Sweetener products to other low-calorie tabletop sweetener products or sugar, could significantly decrease our revenues and cash flows and impair our ability to operate our business.

We must expend resources to maintain consumer awareness of our brands, build brand loyalty and generate interest in our products. Our marketing strategies and channels will evolve and our programs may or may not be successful.

We believe that our consumer packaged goods are broadly known and followed in the United States and many other countries in which we operate. In order to remain competitive and expand and keep shelf placement for our products, we may need to increase our marketing and advertising spending to maintain and increase consumer awareness, protect and grow our existing market share or promote new products, which could affect our operating results. Substantial advertising and promotional expenditures may be required to maintain or improve our brand’s market position or to introduce new products to the market, and participants in our industry are increasingly engaging with non-traditional media, including consumer outreach through social media and web-based channels, which may not prove successful. An increase in our marketing and advertising efforts may not maintain our current reputation, or lead to increased brand awareness. In addition, we consistently evaluate our product lines to determine whether or not to discontinue certain products. Discontinuing product lines may increase our profitability but could reduce our sales and hurt our brands, and a reduction in sales of certain products could result in a reduction in sales of other products. The discontinuation of product lines may have an adverse effect on our business, financial condition and results of operations.

Health-related allegations could damage consumer confidence in our products.

Periodically, claims are made regarding the safety of Artificial Sweeteners consumption. Past claims include allegations that Artificial Sweeteners lead to various health problems. Although we believe that we have been successful in presenting scientific evidence to dispute these claims and restore consumer confidence in the face of each of these claims, there can be no assurance that we will be similarly successful if health-related allegations are made in the future. If consumers lose confidence in the safety of our products, regardless of the accuracy or supportability of such claims, our sales and margins would be negatively impacted. Furthermore, actions by the FDA and other federal, state or local agencies or governments domestically or abroad may impact the acceptability of or access to certain sweeteners. For example, the FDA could ban or recall certain sweeteners for safety reasons.

Product liability claims or product recalls could adversely affect our business reputation.

The sale of food products for human consumption involves the risk of injury to consumers. Such hazards could result from:

•

tampering by unauthorized third parties;

​

•

product contamination;

​

•

the presence of foreign objects, substances, chemicals and other agents; or

​

•

residues introduced during the manufacturing, packaging, storage, handling or transportation phases.

​

Some of the products we sell are produced for us by third parties and such third parties may not have adequate quality control standards to ensure that such products are not adulterated, misbranded, contaminated or otherwise defective. In addition, we license our brands for use on products produced and marketed by third parties, for which we receive royalties. We, as well as the manufacturers of aspartame, may be subject to claims made by consumers as a result of products manufactured by these third parties which are marketed under our brand names.

33

Consumption of adulterated products may cause serious health-related illnesses and we may be subject to claims or lawsuits relating to such matters. Even an inadvertent shipment of adulterated products is a violation of law and may lead to an increased risk of exposure to product liability claims, product recalls and increased scrutiny by federal and state regulatory agencies. Such claims or liabilities may not be covered by our insurance or by any rights of indemnity or contribution which we may have against third parties. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could have a material adverse effect on our reputation with existing and potential consumers and on our brand image, all of which could negatively impact our earnings and cash flows.

Our business may be adversely affected by concentration in our customer base.

In 2018, our top five customers accounted for approximately 22.2% of our revenues.

There can be no assurance that our customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past. The loss of or disruptions related to significant customers could result in a material reduction in sales or change in the mix of products we sell to a significant customer. This could materially and adversely affect our product sales, financial condition and results of operations.

Our business may be adversely affected by concentration in our manufacturer and supplier base.

We currently rely upon an external manufacturer in the U.S., as well as an internal manufacturer in the Czech Republic, a number of key tollers, external manufacturers, packaging suppliers, ingredient suppliers, and 3PL (logistics) vendors globally. There are a limited number of manufacturing service suppliers, ingredient and packaging suppliers with the capability and capacity to meet our strict product requirements effectively. Failure by our external manufacturers, internal plant, ingredients or packaging suppliers to manufacture, or supply, as applicable, or our logistics vendors to transport our products, in accordance with our agreements with each supplier could result in inventory shortages. Inventory practices and redundant sourcing contingencies have been established in the event of protracted product supply interruptions; however, regulatory, manufacturing, and replenishment lead times for contingent sources could extend beyond safety stock coverage, which would have a negative impact on earnings and cash flows and impair our ability to operate our business.

Merisant is subject to transportation risks.

An extended interruption in Merisant’s ability to ship or distribute products could have a material adverse effect on its business, financial condition and results of operations. The Company cannot be sure that Merisant would be able to transport or distribute its products by alternative means if it were to experience an interruption due to strike, natural disasters, epidemics or pandemics, political conflict, civil unrest or otherwise, in a timely and cost-effective manner.

The ongoing 2019 novel coronavirus outbreak and consequent travel and other restrictions could adversely affect Merisant’s business.

In response to the ongoing coronavirus outbreak, China, the United States and other countries have implemented travel and other restrictions. If these restrictions remain in effect for an extended period of time, they could have a material impact on Merisant’s financial performance and its ability to source necessary raw materials. At this point, the extent to which the coronavirus may impact Merisant’s business is uncertain.

Our business may be adversely affected by conditions in the countries where we operate.

We operate in many countries throughout the world. Economic and political changes in the countries where we market and produce our products, such as inflation rates, recession, foreign ownership restrictions, restrictions on transfer of funds into or out of a country and similar factors may adversely affect our results of operations. The imposition of tariffs by the United States and other countries could have a material adverse effect on Merisant’s business, financial condition and operations.

34

Risks Related to Mafco Worldwide’s Business

Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to the business of Mafco Worldwide prior to the consummation of the Business Combination, which, together with the business of Merisant, will be the business of Whole Earth Brands, Inc. and its subsidiaries following the consummation of the Business Combination.

Our ability to reduce costs of operation and meet increasing customer requirements or preferences for compliance with global food safety initiatives (GFSI) depends on timely and successful completion of our factory reorganization project.

Because of changes in the volume and make-up of Mafco Worldwide’s business and the age of Mafco Worldwide’s Camden, New Jersey facility, Mafco Worldwide is in the process of moving certain operations from its Camden facility to its Richmond, Virginia facility and to its subsidiaries’ facilities in France and China. This will enable Mafco Worldwide to realize greater efficiencies in the manufacturing process, to reduce costs by manufacturing product at locations closer to its suppliers, and to comply with GFSI standards which are being demanded by more of its customers. Successful completion of the project depends on the ability to hire, train and retain qualified workers at the new locations, to fund equipment purchases and other investments in the facilities, and to obtain customer and other approvals. In addition, there could be significant costs and expenses incurred in connection with downsizing the Camden facility, including costs associated with the disposition of assets.

Products manufactured and sold by Mafco Worldwide are regulated within the US market by the US FDA and the principles of the Food Safety Modernization Act (FSMA). Changes to US FDA requirements and increased requirements for the manufacture of food products are being addressed through the factory reorganization project undertaken by Mafco Worldwide. Such changes are being evaluated to allow for continued compliance with US FDA manufacturing requirements. Changes to FSMA requirements beyond the current plans of the factory reorganization project may impact the marketability of the Mafco Worldwide products or result in increased cost of Mafco Worldwide’s operations.

Our business is heavily dependent on sales to the worldwide tobacco industry, and negative developments and trends within the tobacco industry could have a material adverse effect on our business, financial condition and results of operations.

In 2018, approximately 47.9% of Mafco Worldwide’s sales and 19.3% of the Company’s consolidated net revenues were to the worldwide tobacco industry for use as tobacco flavor enhancing and moistening agents in the manufacture of American blend cigarettes, moist snuff, chewing tobacco and pipe tobacco. Negative developments and trends within the tobacco industry, such as those described below, could have a material adverse effect on Mafco Worldwide’s business, financial condition and results of operations.

The tobacco industry has been subject to increased governmental taxation and regulation and in recent years has been subject to substantial litigation. These trends are likely to continue and it is likely that these trends will negatively affect tobacco product consumption and tobacco product manufacturers.

Producers of tobacco products are subject to regulation in the United States at the federal, state and local levels, as well as in foreign countries. In 2009, the United States government enacted the Family Smoking Prevention and Tobacco Control Act, which provides greater regulatory oversight for the manufacture of tobacco products, including the ability to regulate tobacco product additives. As a result, the United States Food & Drug Administration (“FDA”) has the power to limit the type or quantity of additives that may be used in the manufacture of tobacco products in the United States. This power has been extended to include e-cigarettes and other electronic nicotine delivery systems (“ENDS”). Actions by the FDA and other federal, state or local agencies or governments may impact the acceptability of or access to tobacco products, limit consumer choice as to tobacco products, delay or prevent the launch of new or modified tobacco products, require the recall or other removal of tobacco products from the marketplace (for example, as a result of product contamination, rulemaking that bans menthol, a determination by the FDA that one or more tobacco products do not satisfy the statutory requirements for substantial equivalence, because the FDA requires that a currently-marketed tobacco product proceed through the pre-market review process or because the FDA otherwise determines that removal is necessary for the

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protection of public health), restrict communications to tobacco consumers, restrict the ability to differentiate tobacco products, or otherwise significantly increase the cost of doing business, or restrict or prevent the use of specified tobacco products in certain locations or the sale of tobacco products by certain retail establishments. For example, in 2020, the FDA issued a statement effectively banning certain unauthorized ENDS products containing flavors other than tobacco or menthol which had previously constituted a significant percentage of the overall revenues of that category.

Similarly, countries outside the United States have rules restricting the use of various ingredients in tobacco products. During 2005, the World Health Organization promulgated its Framework Convention for Tobacco Control (the “FCTC”). The FCTC is the first international public health treaty and establishes a global agenda for tobacco regulation in order to limit the use of tobacco products. More than 160 countries, as well as the European Union, have become parties to the FCTC. In November 2010, the governing body of the FCTC issued guidelines that provide non-binding recommendations to restrict or ban flavorings and additives that increase the attractiveness of tobacco products and require tobacco product manufacturers to disclose ingredient information to public health authorities who would then determine whether such ingredients increase attractiveness. The European Commission and individual governments are also considering regulations to further restrict or ban various cigarette ingredients. Future tobacco product regulations may be influenced by these FCTC recommendations.

Over the years, there has been substantial litigation between tobacco product manufacturers and individuals, various governmental units and private health care providers regarding increased medical expenditures and losses allegedly caused by use of tobacco products. Some of this litigation has been settled through the payment of substantial amounts to various state governments, and United States cigarette companies significantly increased the wholesale price of cigarettes in order to recoup a portion of the settlement cost. Cigarette companies have also sought to offset the cost of these payments by changing product formulations and introducing new products with decreased ingredient costs. There may be an increase in health-related litigation against the tobacco industry, and it is possible that Mafco Worldwide, as a supplier to the tobacco industry, may become a party to such litigation. This litigation, if successful, could have a material adverse effect on Mafco Worldwide.

The tobacco business, including the sale of cigarettes and smokeless tobacco, has been subject to federal, state, local and foreign excise taxes for many years. In recent years, federal, state, local and foreign governments have increased such taxes as a means of both raising revenue and discouraging the consumption of tobacco products. New proposals to increase taxes on tobacco products are also regularly introduced in the United States and foreign countries. Additional taxes may lead to an accelerated decline in tobacco product sales. Tax increases are expected to continue to have an adverse impact on sales of tobacco products through lower consumption levels.

Mafco Worldwide is unable to predict whether there will be additional price or tax increases for tobacco products or the size of any such increases, or the effect of other developments in tobacco regulation or litigation or consumer attitudes on further declines in the consumption of either tobacco products containing licorice extract or on sales of licorice extract to the tobacco industry. Further material declines in sales to the tobacco industry are likely to have a significant negative effect on the financial performance of Mafco Worldwide.

Consumption of tobacco products worldwide has declined steadily for years.

Changing public attitudes toward tobacco products, an increased emphasis on the public health aspects of tobacco product consumption, increases in excise and other taxes on tobacco products and a constant expansion of tobacco regulations in a number of countries have contributed significantly to this worldwide decline in consumption. Moreover, the trend is toward increasing regulation of the tobacco industry and taxation of tobacco products. Restrictive tobacco legislation has also included restrictions on where and how tobacco may be sold and used, imposition of warning labels and other graphic packaging images and, recently, restrictions on tobacco product ingredients.

Publicly available information suggests that the annual cigarette consumption decline is between 1% to 2% on a worldwide volume basis over the last few years. Tobacco products other than cigarettes, mainly chewing tobacco and moist snuff, also contain licorice extract and consumption of these products is

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concentrated primarily in the United States. Domestic consumption of chewing tobacco products has declined by approximately 3% in 2018. Moist snuff consumption has increased approximately 1% in 2018 due at least in part to the shift away from cigarettes and other types of smoking and smokeless tobacco.

Changes in, or interpretations of, regulations regarding licorice or its components may reduce our sales and profits.

Mafco Worldwide products are derived from licorice root and may contain components which are inherently natural to the raw material origin. As further research is conducted on raw materials and testing technology and capabilities increase, additional items may be identified within the natural licorice matrix which may be a source for limitation of application of the Mafco Worldwide products. Restrictions on certain components vary worldwide, as countries, or states may have varying limits on specific components. Regulations issued by the European Chemicals Agency, US FDA, U.S. Department of Agriculture, the California Office of Environmental Health Hazard Assessment (Proposition 65) or other agencies may impact the potential markets for Mafco Worldwide products.

Mafco Worldwide products are currently marketed as natural flavors in the U.S. and other major markets. As the definition of  “natural” varies throughout the world, changes in worldwide governmental regulatory agency definitions of natural may impact the potential market for Mafco Worldwide products.

European Union regulators are currently evaluating the health effects of 15 ingredients, including licorice, used in tobacco products, and are scheduled to recommend in May 2021 whether the use of any of these ingredients should be reduced or eliminated in cigarettes sold in the European Union. An adverse recommendation with respect to licorice may have a negative impact on our revenues and operations in Europe, to the extent that new restrictions are imposed by the European Union or its member states on the use of licorice in tobacco products manufactured or sold in the European Union or such member states.

Competition and consolidation in the functional ingredients industry may reduce our sales and profit margins.

Mafco Worldwide competes in a highly-competitive industry with companies that manufacture products which perform functions similar to Mafco Worldwide’s products and that have greater capital resources, facilities and diversity of product lines. Increased competition as to Mafco Worldwide’s products could result in decreased demand for its products, reduced volumes and/or prices, each of which would reduce Mafco Worldwide’s sales and margins and have a material adverse effect on Mafco Worldwide’s business, financial condition and results of operations.

Mafco Worldwide’s customers are under pressure to reduce costs, which could cause them to reformulate their products and substitute cheaper ingredients for Mafco Worldwide’s products. In addition, the ingredients industry is undergoing consolidation, which could enable Mafco Worldwide’s customers to negotiate lower prices for Mafco Worldwide’s products. These customer and industry pressures may result in lower sales of Mafco Worldwide’s products and/or lower margins on Mafco Worldwide’s sales.

We are heavily dependent on certain of our customers for a significant percentage of our net revenues.

In 2018, Mafco Worldwide’s ten largest customers, five of which are manufacturers of tobacco products, accounted for approximately 57% of its net revenues. If any of Mafco Worldwide’s significant customers were to stop purchasing licorice products from Mafco Worldwide, it would have a material adverse effect on Mafco Worldwide’s business, financial condition and results of operations.

In 2019, one of our top tobacco licorice extract customers informed us that it intends to materially reduce its business with Mafco Worldwide. Also, one of our top licorice derivative customers has recently adjusted the formulation of its products to exclude ingredients produced by Shanghai Mafco Biotech Co., one of our subsidiaries.

Many of our employees belong to labor unions, and strikes, work stoppages and other labor disturbances could adversely affect our operations and could cause our costs to increase.

Mafco Worldwide is a party to collective bargaining agreements with respect to its employees at the Camden, New Jersey and Richmond, Virginia facilities. These agreements expire in September 2021 and December 2020, respectively. Disputes with regard to the terms of these agreements or Mafco

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Worldwide’s potential inability to negotiate an acceptable contract upon expiration of the existing contracts could result in, among other things, strikes, work stoppages or other slowdowns by the affected workers. If the unionized workers were to engage in a strike, work stoppage or other slowdown, or other employees were to become unionized or the terms and conditions in future labor agreements were renegotiated, Mafco Worldwide could experience a significant disruption of its operations and higher ongoing labor costs. In addition, Mafco Worldwide’s collective bargaining agreements and labor laws may impair its ability to reduce labor costs by streamlining existing manufacturing facilities and in restructuring its business because of limitations on personnel and salary changes and similar restrictions.

Changes in Mafco Worldwide’s relationships with its suppliers could have a material adverse effect on Mafco Worldwide’s business, financial condition and results of operations.

Mafco Worldwide operates a complex supply chain which is critical to its operations. In the event of disruption, the operations risk carrying inadequate supplies to meet customer demand. If we are unable to manage our supply chain efficiently, our operating costs could increase and our profit margins decrease.

Mafco Worldwide is dependent on its relationships with suppliers of licorice raw materials (which includes licorice root, intermediary licorice extract and licorice derivatives). Licorice is derived from the roots of the licorice plant, a shrub-like leguminous plant that is indigenous to the Middle East and Central Asia. The licorice raw materials Mafco Worldwide purchases originates in Afghanistan, the Peoples’ Republic of China, Pakistan, Iraq, Azerbaijan, Uzbekistan, Turkmenistan, Kazakhstan, Tajikistan, Georgia, Armenia, Russia and Turkey. During 2018, one of Mafco Worldwide’s suppliers of licorice raw materials supplied approximately 38% of its total licorice raw materials purchases. Mafco Worldwide has an exclusive supply arrangement with a manufacturer of licorice extract and crude derivatives in Uzbekistan. Although alternative sources of licorice raw materials are available to Mafco Worldwide, Mafco Worldwide could incur higher costs if the supplier is unable to produce sufficient quantities of licorice raw materials at the quality levels required by Mafco Worldwide. In addition, operations in Uzbekistan could be disrupted for reasons beyond our supplier’s control, such as political or economic instability or changes in government policies or regulations. If any material licorice raw materials supplier modifies its relationship with Mafco Worldwide, such a loss, reduction or modification could have a material adverse effect on Mafco Worldwide’s business, results of operations and financial condition.

Fluctuations in costs of licorice root and intermediary licorice extract could have a material adverse effect on MAFCO’s business, financial condition and results of operations.

The price of licorice raw materials moderately decreased in 2018 from 2017. The price of licorice raw materials is affected by many factors, including monetary fluctuations and economic, political and weather conditions in countries where Mafco Worldwide’s suppliers are located. Although Mafco Worldwide often enters into purchase contracts for these products, significant or prolonged increases in the prices of licorice raw materials could have a material adverse effect on Mafco Worldwide’s business, results of operations and financial condition.

Mafco Worldwide is subject to risks associated with economic, climatic or political instability in countries in which Mafco Worldwide sources licorice root and intermediary licorice extract.

Mafco Worldwide purchases licorice raw materials from suppliers in Afghanistan, the People’s Republic of China, Pakistan, Iraq, Azerbaijan, Uzbekistan, Turkmenistan, Kazakhstan, Tajikistan, Georgia, Armenia, Russia and Turkey. Producers of intermediary licorice extract are located primarily in the People’s Republic of China, Iraq and Central Asia. Mafco Worldwide’s wholly owned derivative manufacturing facilities, the primary source of Mafco Worldwide’s licorice derivatives, are located in the People’s Republic of China. These countries and regions have, from time to time, been subject to political instability, corruption and violence. Economic, climatic or political instability, government intervention or civil unrest in these countries and regions could result in reduced supply, material shipping delays, fluctuations in foreign currency exchange rates, customs duties, tariffs and import or export quotas, embargos, sanctions, significant increases in the cost of energy, significant raw material price increases or exposure to liability under the Foreign Corrupt Practices Act or under regulations promulgated by OFAC and could have a material adverse effect on Mafco Worldwide’s business, results of operations and financial

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condition. Furthermore, military action as well as continuing threats of terrorist attacks and unrest, have caused instability in the world’s financial and commercial markets and have significantly increased political and economic instability in some of the countries and regions from which Mafco Worldwide’s raw materials originate. Acts of terrorism and threats of armed conflicts in or around these countries and regions could adversely affect Mafco Worldwide’s business, results of operations and financial condition in ways the Company cannot predict at this time.

Any failure to maintain the quality of Mafco Worldwide’s manufacturing processes or raw materials could harm its operating results.

The manufacture of Mafco Worldwide’s products is a multi-stage process that requires the use of high-quality materials and manufacturing technologies. Mafco Worldwide is dependent on its suppliers to provide licorice raw materials meeting Mafco Worldwide’s quality standards. In spite of stringent quality controls, weaknesses in process control or minute impurities in materials may cause a substantial percentage of a product in a lot to be defective. If Mafco Worldwide were not able to maintain its manufacturing processes or to maintain stringent quality controls, or if contamination problems arise, Mafco Worldwide’s operating results would be harmed.

The ongoing 2019 novel coronavirus outbreak and consequent travel and other restrictions could adversely affect MAFCO’s business.

In response to the ongoing coronavirus outbreak, China, the United States and other countries have implemented travel and other restrictions. If these restrictions remain in effect for an extended period of time, they could have a material impact on Mafco Worldwide’s financial performance and its ability to source necessary raw materials. At this point, the extent to which the coronavirus may impact Mafco Worldwide’s business is uncertain.

MAFCO’s business is subject to risks related to weather, disease and pests that could adversely affect its business.

Licorice production is subject to a variety of agricultural risks. Extreme weather conditions, disease and pests can materially and adversely affect the quality and quantity of licorice produced.

Mafco Worldwide maintains large inventories of raw material stock as part of its operating plan. The stability of licorice raw materials is dependent upon the ability of the product to remain dry and free of infestation. Increased governmental restrictions on the application of pesticides or fumigants could reduce Mafco Worldwide’s ability to maintain long term storage of licorice root or result in increased cost of operations.

Mafco Worldwide generally maintains a substantial inventory of licorice raw materials to mitigate against the risks of any temporary supply interruption, including an interruption due to agricultural factors, but a sustained interruption could have a material adverse effect on its business, results of operations and financial condition.

Mafco Worldwide is subject to transportation risks.

An extended interruption in Mafco Worldwide’s ability to ship or distribute products could have a material adverse effect on its business, financial condition and results of operations. The Company cannot be sure that Mafco Worldwide would be able to transport its products by alternative means if it were to experience an interruption due to strike, natural disasters, epidemics or pandemics, political conflict, civil unrest or otherwise, in a timely and cost-effective manner.

Mafco Worldwide’s failure to accurately forecast and manage inventory could result in an unexpected shortfall of its products which could harm its business.

Mafco Worldwide monitors its inventory levels based on its own projections of future demand. Because of the length of the supply chain cycle and the time necessary to produce licorice products, MAFCO must make production decisions well in advance of sales. An inaccurate forecast of demand can

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result in the unavailability of licorice products in high demand. This unavailability may negatively impact sales volumes and adversely affect customer relationships. Furthermore, from time to time, changes in manufacturing processes or in customer demand may cause certain inventory to become obsolete or require substantial reserves.

The imposition of tariffs by the United States and other countries could have a material adverse effect on Mafco Worldwide’s business, financial condition and results of operations.

Mafco Worldwide imports licorice raw materials from various countries and exports products from the U.S., France and China. The imposition of tariffs by a country from which Mafco Worldwide imports goods or to which it exports goods could result in increased costs of production and higher prices and reduced demand for MAFCO’s products.

Mafco Worldwide’s business may be adversely affected by the inability to hire and retain qualified employees.

Mafco Worldwide’s operations, including the implementation of the factory reorganization project, depend on Mafco Worldwide’s ability to hire, train and retain qualified employees throughout its global operations. We are experiencing a general tightening of the labor market, especially in the U.S. and France, which could impair our ability to efficiently operate our business or result in increased labor costs.

Risks Related to Merisant and MAFCO’s Business

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Merisant and MAFCO and their subsidiaries prior to the consummation of the Business Combination, which will be the business of Whole Earth Brands, Inc. and its subsidiaries following the consummation of the Business Combination.

If we fail to successfully implement our growth strategies on a timely basis, or at all, our ability to increase our revenue and operating profits could be materially and adversely affected.

Our future success depends, in large part, on our ability to implement our growth strategies effectively. However, we may not succeed in implementing our growth strategies effectively. As a multi-brand business, we face increased complexities and greater uncertainty with respect to consumer trends and demands than as a single-brand business. Our ability to successfully expand our consumer packaged goods and ingredients brands and other growth strategies depends on, among other things, our ability to identify, and successfully cater to, new demographics and consumer trends, develop new and innovative products, identify and acquire additional product lines and businesses, secure shelf space in grocery stores, wholesale clubs and other retailers, increase consumer awareness of our brands, enter into distribution and other strategic arrangements with third-party retailers and other potential distributors of our products, and compete with numerous other companies and products. We may not be successful in reaching and maintaining the loyalty of new consumers to the same extent, or at all, as we have with our historical consumers. If we are unable to identify and capture new audiences and demographics, our ability to successfully integrate additional brands will be adversely affected. Accordingly, we may not be able to successfully implement our growth strategies, expand our brands, or continue to maintain growth in our sales at our current rate, or at all. If we fail to implement our growth strategies or if we invest resources in growth strategies that ultimately prove unsuccessful, our sales and profitability may be negatively affected, which would materially and adversely affect our business, financial condition and results of operations.

Changes in consumer preferences could decrease our revenues and cash flow.

We are subject to the risks of evolving consumer preferences and nutritional and health-related concerns. To the extent that consumer preferences evolve away from low-calorie tabletop sweeteners, there will be a decreased demand for Merisant’s products. Consumer perception that there are low-calorie tabletop sweetener alternatives that are healthier or more natural could decrease demand for Merisant’s products. Any shift in consumer preferences away from Merisant’s products, including any shift in preferences from aspartame-based products or stevia-based products to other low-calorie tabletop sweetener products could significantly decrease Merisant’s revenues and cash flows and impair Merisant’s ability to operate its business.

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Mafco Worldwide is subject to the risks of evolving consumer preferences and nutritional and health-related concerns. A portion of Mafco Worldwide’s revenues are derived from the sale of licorice to worldwide confectioners. To the extent that consumer preferences shift away from licorice-flavored candy, operating results relating to the sale of licorice to worldwide confectioners could be impaired, which could have a material adverse effect on Mafco Worldwide’s business, financial condition and results of operations. In addition, a portion of Mafco Worldwide’s revenues are derived from the sale of licorice derivatives to food processors for use as flavoring or masking agents, including Mafco Worldwide’s Magnasweet brand products, which are used in various brands of chewing gum, lip balm, energy bars, non-carbonated beverages, chewable vitamins, aspirin, and other products and can be identified in the United States as a natural flavor. To the extent that consumer preferences evolve away from products that use licorice derivatives, operating results relating to the sale of licorice derivatives could be impaired, which could have a material adverse effect on Mafco Worldwide’s business, financial condition and results of operations.

Negative information, including inaccurate information, about us on social media may harm our reputation and brand, which could have a material and adverse effect on our business, financial condition and results of operations.

There has been a marked increase in the use of social media platforms and similar channels that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate, as is its effect. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is potentially limitless. Information concerning our business and/or products may be posted on such platforms at any time. Negative views regarding our products and the efficacy of Merisant and MAFCO products have been posted on various social media platforms, may continue to be posted in the future, and are out of our control. Regardless of their accuracy or authenticity, such information and views may be adverse to our interests and may harm our reputation and brand. The harm may be immediate without affording an opportunity for redress or correction. Ultimately, the risks associated with any such negative publicity cannot be eliminated or completely mitigated and may materially and adversely affect our business, financial condition and results of operations.

Our international operations involve the use of foreign currencies, which subjects us to exchange rate fluctuations and other currency risks.

The revenues and expenses of our international operations generally are denominated in local currencies, which subject us to exchange rate fluctuations between such local currencies and the U.S. dollar. These exchange rate fluctuations subject us to currency translation risk with respect to the reported results of our international operations, as well as to other risks sometimes associated with international operations. In the future, we could experience fluctuations in financial results from our operations outside of the United States, and there can be no assurance we will be able, contractually or otherwise, to reduce the currency risks associated with our international operations.

Inability to protect our trademarks and other proprietary rights could damage our competitive position.

Any infringement or misappropriation of our intellectual property could damage its value and limit our ability to compete. We rely on copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect our intellectual property. We may have to engage in litigation to protect our rights to our intellectual property, which could result in significant litigation costs and require significant amounts of management’s time.

Merisant owns no issued patents relating to any of our products but we do have a number of patent applications currently pending. Certain naturally occurring materials may not, themselves, be eligible for patent protection.

If other parties infringe on our intellectual property rights, the value of its brands in the marketplace may be diluted. In addition, any infringement of our intellectual property rights would likely result in a commitment of its time and resources to protect these rights through litigation or otherwise. One or more adverse judgments with respect to these intellectual property rights could negatively impact our ability to compete and could adversely affect its results of operations and financial condition.

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We believe that the formulas and blends for our products are trade secrets. We rely on security procedures and confidentiality agreements to protect this proprietary information; however, such agreements and security procedures may be insufficient to keep others from acquiring this information. Any such dissemination or misappropriation of this information could deprive us of the value of our proprietary information.

Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our technologies and proprietary information may increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our technology and intellectual property.

If we fail to comply with the many laws applicable to our business, we may incur significant fines and penalties.

Our facilities and products are subject to laws and regulations administered by the Federal Food and Drug Administration, and other federal, state, local, and foreign governmental agencies relating to the processing, packaging, storage, distribution, advertising, labeling, quality, and safety of food products. Our failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, civil remedies, including fines, injunctions and recalls of our products. Our operations are also subject to regulations administered by the Environmental Protection Agency and other state, local and foreign governmental agencies. Failure to comply with these regulations can have serious consequences, including civil and administrative penalties and negative publicity. Any environmental or health and safety legislation or regulations enacted in the future, or any changes in how existing or future laws or regulations are enforced, administered or interpreted, as well as any material cost incurred in connections with liabilities or claims from these regulations may lead to an increase in costs, which could have a material adverse effect on our business, our consolidated financial conditions, results of operations and/or liquidity.

Personal data, including personal data of our customers and employees, is increasingly subject to legal and regulatory protections around the world, which vary widely in approach. We risk exposure to potential liabilities and costs resulting from the compliance with, or any failure to comply with, applicable legal requirements. Our business could be materially adversely affected by our inability, or the inability of our vendors who receive personal data from us, to comply with legal obligations regarding the use of personal data.

In addition to the possible fines and penalties discussed above, changes in laws and regulations in domestic and foreign jurisdictions, including changes in food and drug laws, accounting standards, taxation requirements (including tax rate changes, new tax laws and revised tax law interpretations) and environmental laws could have a significant adverse effect on our results of operations.

The countries in which we operate and from which we purchase raw materials could result in exposure to liability under the Foreign Corrupt Practices Act or under regulations promulgated by the U.S. Treasury’s Office of Foreign Assets Control (OFAC). Our failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, civil remedies, including fines, injunctions and product recalls. The complexity of the many laws and regulations applicable to our business and the cost of compliance increases our costs of operations compared to some foreign competitors which are subject to less regulation.

There is no assurance that our senior management team or other key employees will remain with us.

We believe that our ability to successfully implement our business strategy and to operate profitably depends on the continued employment of our senior management team and other key employees. If members of the management team or other key employees become unable or unwilling to continue in their present positions, including as a result of matters related to the Business Combination, the operation of our business would be disrupted and we may not be able to replace their skills and leadership in a timely manner to continue our operations as currently anticipated.

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Any acquisitions, partnerships or joint ventures that we enter into could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.

From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. We may not be successful in identifying acquisition, partnership and joint venture candidates. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may not be successful, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

We could fail to maintain effective internal control over financial reporting.

The accuracy of our financial reporting depends on the effectiveness of our internal control over financial reporting. Internal control over financial reporting can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements and may not prevent or detect misstatements because of its inherent limitations. These limitations include, among others, the possibility of human error, inadequacy or circumvention of controls and fraud. If we do not maintain effective internal control over financial reporting or design and implement controls sufficient to provide reasonable assurance with respect to the preparation and fair presentation of our financial statements, including in connection with controls executed for us by third parties, we might fail to timely detect any misappropriation of corporate assets or inappropriate allocation or use of funds and could be unable to file accurate financial reports on a timely basis. As a result, our reputation, results of operations and stock price could be materially adversely affected.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot give any assurance that the results of any of these actions will not have a material adverse effect on our business.

Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.

We will be subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions, including the United States, may be subject to change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their interpretation. In addition, we may be subject to income tax audits by various tax jurisdictions. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities could have a material impact on the results of our operations.

Recent U.S. tax legislation could adversely affect our business and financial condition.

Legislation enacted in December 2017 significantly changed the U.S. federal income taxation of U.S. corporations, including by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax

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system, imposing a one-time transition tax, or repatriation tax, on all undistributed earnings and profits of certain U.S.-owned foreign corporations, revising the rules governing net operating losses and the rules governing foreign tax credits, and introducing new anti-base erosion provisions. Notwithstanding the reduction in the corporate income tax rate, the overall impact of this tax reform or of any future administrative guidance interpreting the provisions thereof is uncertain, and our business and financial condition could be adversely affected.

We may have exposure for historic tax liabilities.

As a result of our acquisition of Merisant and MAFCO through the Business Combination we will be inheriting the historic liabilities of Merisant and MAFCO including their historic tax liabilities. Therefore, to the extent that there is any liability for historic tax exposure of any of the companies acquired through the Business Combination this exposure can impact the value of our shares. Such exposure could also impact ACT II’s and Whole Earth Brands, Inc.’s tax liability for future years. As a part of the Business Combination we have negotiated certain indemnities for historic tax liabilities, however, these indemnities do not cover all potential historical tax liabilities. For a more complete discussion of the Business Combination Proposal see section entitled “Shareholder Proposal 1: Business Combination Proposal.”

The tax position of Whole Earth Brands, Inc.’s may differ from that of the Sellers

As a result of Merisant and MAFCO being purchased as a carve out of the Sellers continuing businesses it is possible that the overall tax position of Whole Earth Brands, Inc. as a result of owning Merisant and MAFCO on a stand-alone basis will differ from the overall historical tax position of the Sellers as a result of owning Merisant and MAFCO in past years.

We face risks associated with our defined benefit pension plan obligations.

We maintain a defined benefit pension plan that covers approximately 12.5% of our employees which was frozen as of December 31, 2019. While the risk could be minimized for a frozen defined benefit pension plan, a deterioration in the value of plan assets resulting from poor market performance, a general financial downturn or otherwise could cause an increase in the amount of contributions we are required to make to the plan. For example, our defined benefit pension plan may from time to time move from an overfunded to underfunded status driven by decreases in plan asset values that may result from changes in long-term interest rates and disruptions in U.S. or global financial markets. Additionally, historically low interest rates coupled with poor market performance would have the effect of decreasing the funded status of the plan which would result in greater required contributions.

We may be exposed to the threat of cyber-attacks and/or data breaches.

Cybersecurity breaches of our or third party systems, whether from circumvention of security systems, denial-of-service attacks or other cyber-attacks such as hacking, phishing attacks, computer viruses, ransomware or malware, employee or insider error, malfeasance, social engineering, physical breaches or other actions may cause confidential information belonging to us or our employees, customers, consumers, partners, suppliers, or governmental or regulatory authorities to be misused or breached. When risks such as these materialize, the need for us to coordinate with various third-party service providers and for third party service providers to coordinate amongst themselves might increase challenges and costs to resolve related issues.

Cyber-attacks can vary in scope and intent from economically driven attacks to malicious attacks targeting our key operating systems with the intent to disrupt, disable or otherwise cripple its maritime and/or land-based operations. This can include any combination of phishing attacks, malware and/or viruses targeted at our key systems. The breadth and scope of this threat has grown over time, and the techniques and sophistication used to conduct cyber-attacks, as well as the sources and targets of the attacks, change frequently. While we invest time, effort and capital resources to secure our key systems and networks, we cannot provide assurance that we will be successful in preventing or responding to all such attacks.

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A successful cyber-attack may target us directly, or may be the result of a third party’s inadequate care. In either scenario, we may suffer damage to our key systems and/or data that could interrupt our operations, adversely impact our reputation and brands and expose us to increased risks of governmental investigation, litigation and other liability, any of which could adversely affect our business. Furthermore, responding to such an attack and mitigating the risk of future attacks could result in additional operating and capital costs in systems technology, personnel, monitoring and other investments.

Risks Related to Whole Earth Brands, Inc.’s Capital Structure

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Merisant and MAFCO and their subsidiaries prior to the consummation of the Business Combination, which will be the business of Whole Earth Brands, Inc. and its subsidiaries following the consummation of the Business Combination.

Our substantial indebtedness could adversely affect our financial condition.

Act II is expected to enter into (x) a first lien term loan facility of up to $185,000,000 that matures in five years and (y) a first lien revolving loan facility of up to $50,000,000 that matures in five years. Loans outstanding under the first lien term loan facility and the first lien revolving loan facility will accrue interest at a rate per annum equal to LIBOR plus a margin ranging from 2.25% to 3.00% depending on the achievement of certain leverage ratios, and undrawn amounts under the first lien revolving loan facility will accrue a commitment fee at a rate per annum of 0.40% on the average daily undrawn portion of the commitments thereunder, with step downs to 0.30% upon achievement of certain leverage ratios. Principal payments on the first lien term loan facility will be due quarterly, in amounts equal to (i) 2.5% per annum of the original principal amount of the first lien term loan facility during the first and second years after the closing date of the credit facilities, (ii) 5.0% per annum of the original principal amount of the first lien term loan facility during the third year after the closing date of the credit facilities and (iii) 10% per annum of the original principal amount of the first lien term loan facility during the fourth and fifth years after the closing date of the credit facilities. For additional information, please see the section entitled “Business Combination Proposal — Related Agreements — Debt Financing.”

Our substantial indebtedness could:

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require us to dedicate a substantial portion of cash flow from operations to payments in respect of our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, potential acquisition opportunities, a level of marketing necessary to maintain the current level of sales and other general corporate purposes;

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increase the amount of interest that we have to pay, because some of our borrowings are at variable rates of interest, which will result in higher interest payments if interest rates increase, and, if and when we are required to refinance any of our indebtedness, an increase in interest rates would also result in higher interest costs;

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increase our vulnerability to adverse general economic or industry conditions;

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require refinancing, which we may not be able to do on reasonable terms;

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limit our flexibility in planning for, or reacting to, competition and/or changes in our business or the industry in which we operate;

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limit our ability to borrow additional funds;

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restrict us from making strategic acquisitions or necessary divestitures, introducing new brands and/or products or exploiting business opportunities; and

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place us at a competitive disadvantage compared to our competitors that have less debt and/or more financial resources.

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We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to pay principal and interest on our debt obligations will depend upon, among other things, (a) our future financial and operating performance (including the realization of any cost savings described

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herein), which will be affected by prevailing economic, industry and competitive conditions and financial, business, legislative, regulatory and other factors, many of which are beyond our control; and (b) our future ability to borrow under our revolving credit facility, the availability of which depends on, among other things, our complying with the covenants in the credit agreement governing such facility.

We cannot assure you that our business will generate cash flow from operations, or that we will be able to draw under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on our debt. If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could have a material adverse effect on our business, results of operations, and financial condition, and could negatively impact our ability to satisfy our debt obligations.

Whole Earth Brands, Inc. will issue shares of Whole Earth Brands, Inc. common stock in the Private Placement to complete the Business Combination. Such issuance will dilute the interest of Act II’s public shareholders and likely present other risks

It is anticipated that, following the Business Combination (assuming consummation of the transactions contemplated by the Purchase Agreement), (1) Act II’s public shareholders are expected to own approximately 62.5% of the outstanding Whole Earth Brands, Inc. common stock, (2) the Sellers (without taking into account any public shares held by the Sellers prior to the consummation of the Business Combination) are expected to own approximately 12.5% of the outstanding Whole Earth Brands, Inc. common stock, and (3) the PIPE Investors will own approximately 15.6% of the outstanding shares of Whole Earth Brands, Inc. common stock and (4) the Sponsor is expected to own approximately 9.4% of the outstanding Whole Earth Brands, Inc. common stock. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that Whole Earth Brands, Inc. issues 6,000,000 shares of Whole Earth Brands, Inc. common stock to the Sellers pursuant to the Purchase Agreement. If the actual facts are different from these assumptions, the percentage ownership retained by Act II’s existing shareholders in the combined company will be different.

Risks Related to the Business Combination and Act II

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Act II’s public shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to, among other things, vote in favor of the Purchase Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

Neither the Act II board of directors nor any committee thereof obtained a third party valuation in determining whether or not to pursue the Business Combination.

Neither the Act II board of directors nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that Act II is paying for Merisant and

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MAFCO is fair to Act II from a financial point of view. Neither the Act II board of directors nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, the Act II board of directors and management conducted due diligence on Merisant and MAFCO. The Act II board of directors reviewed comparisons of selected financial data of Merisant and MAFCO with their peers in the industry and the financial terms set forth in the Purchase Agreement, and concluded that the Business Combination was in the best interest of its shareholders. Accordingly, investors will be relying solely on the judgment of the Act II board of directors and management in valuing Merisant and MAFCO, and the Act II board of directors and management may not have properly valued such businesses. The lack of a third party valuation may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact Act II’s ability to consummate the Business Combination.

Act II may be forced to close the Business Combination even if it determines that the Business Combination is no longer in Act II’s shareholders’ best interest.

Act II’s public shareholders are protected from a material adverse event of Merisant and MAFCO arising between the date of the Purchase Agreement and the Closing primarily by the right to redeem their public shares for a pro rata portion of the funds held in the trust account, calculated as of two business days prior to the vote at the Shareholders Meeting. Accordingly, if a material adverse event were to occur after approval of the Condition Precedent Proposals at the Shareholders Meeting, Act II may be forced to close the Business Combination even if it determines that the Business Combination is no longer in Act II’s shareholders’ best interest to do so (as a result of such material adverse event) which could have a significant negative impact on Whole Earth Brands Inc.’s business, financial condition or results of operations.

Since the Sponsor and Act II’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of Act II’s shareholders and warrant holders, a conflict of interest may have existed in determining whether the Business Combination with Merisant and MAFCO is appropriate as Act II’s initial business combination. Such interests include that Sponsor will lose its entire investment in Act II if Act II’s business combination is not completed.

When you consider the recommendation of Act II’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Act II’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of Act II shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

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If Act II does not consummate a business combination by April 30, 2021 (or if such date is further extended at a duly called extraordinary general meeting of shareholders, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Law to provide for claims of creditors and the requirements of other applicable laws. In such event, the 7,500,000 Act II Class B Shares owned by the Sponsor would be worthless because following the redemption of the public shares, Act II would likely have few, if any, net assets and because the Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to the Sponsor if Act II fails to complete a business combination within the required period. The Sponsor purchased the Act II Class B Shares prior to the Act II IPO for $25,000 and certain of Act II’s directors and executive officers have an economic interest in such shares. The 4,500,000 shares of Whole Earth Brands, Inc. common stock that the Sponsor will hold following the Business Combination (including after giving effect to the Domestication and including 2,000,000 shares of Whole Earth Brands, Inc. common stock placed into an escrow account in accordance with the terms of the Purchase Agreement), if unrestricted and freely tradable, would have had aggregate market value of  $         million based upon the closing price of  $         per Act II Class A Share on Nasdaq on         , 2020, the most recent practicable date prior to the date of this proxy statement/prospectus. Given that the Sponsor’s shares of Whole Earth Brands, Inc. common stock will be subject to certain restrictions, Act II believes such shares have less value than the public shares.

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         is expected to be the         of Whole Earth Brands, Inc. after the consummation of the Business Combination. As such, in the future, Mr.         will receive any cash fees, stock options, stock awards or other remuneration that Whole Earth Brands, Inc.’s board of directors determines to pay to          .

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         , current directors of Act II, are expected to be directors of Whole Earth Brands, Inc. after the consummation of the Business Combination (it is also anticipated that         will serve as the chairperson of the audit committee of the Board). As such, in the future,         will receive any cash fees, stock options, stock awards or other remuneration that Whole Earth Brands, Inc.’s board of directors determines to pay to them.

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Act II’s existing directors and officers will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Purchase Agreement.

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In the event that Act II fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Act II will be required to provide for payment of claims of creditors that were not waived that may be brought against Act II within the 10 years following such redemption. In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to Act II if and to the extent any claims by a third party (other than Act II’s independent auditors) for services rendered or products sold to Act II, or a prospective target business with which Act II has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of the Act II IPO against certain liabilities, including liabilities under the Securities Act.

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Following consummation of the Business Combination, the Sponsor, Act II’s officers and directors and their respective affiliates would be entitled to reimbursement for certain out-of-pocket expenses related to identifying, investigating and consummating an initial business combination or repayment of loans, if any, and on such terms as to be determined by Act II from time to time, made by the Sponsor or any of Act II’s officers or directors to finance transaction costs in connection with an intended initial business combination. However, if Act II fails to consummate a business combination within the required period, the Sponsor and Act II’s officers and directors and their respective affiliates will not have any claim against the trust account for reimbursement.

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Pursuant to the Investors Agreement, the Sponsor will have the right to designate up to two directors to the board of Whole Earth Brands, Inc. and customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Whole Earth Brands, Inc. common stock and warrants. In addition, pursuant to the side letter to the subscription agreement entered into between the Sponsor and Baron Small Cap Fund (“Baron”), the Sponsor agreed that it will designate one individual that has been mutually agreed with Baron to serve as a director on Whole Earth Brands, Inc.’s board of directors.

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The existence of financial and personal interests of one or more of Act II’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Act II and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. In addition, Act II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations. The personal and financial interests of the Sponsor as well as Act II’s directors and executive officers may have influenced their motivation in identifying and selecting

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Merisant and MAFCO as a business combination target, completing an initial business combination with Merisant and MAFCO and influencing the operation of the business following the initial business combination. In considering the recommendations of Act II’s board of directors to vote for the proposals, its shareholders should consider these interests.

The exercise of Act II’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Act II’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Purchase Agreement, would require Act II to agree to amend the Purchase Agreement, to consent to certain actions taken by Merisant and MAFCO or to waive rights that Act II is entitled to under the Purchase Agreement. Such events could arise because of changes in the course of Merisant or Mafco Worldwide’s businesses or a request by Merisant or Mafco Worldwide to undertake actions that would otherwise be prohibited by the terms of the Purchase Agreement. In any of such circumstances, it would be at Act II’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what they may believe is best for Act II and its shareholders and what they may believe is best for themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Act II does not believe there will be any changes or waivers that Act II’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Act II will circulate a new or amended proxy statement/prospectus and resolicit Act II’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

If the conditions to the Purchase Agreement are not met, the Business Combination may not occur.

Specified conditions must be satisfied or waived before the parties to the Purchase Agreement are obligated to complete the Business Combination, including that (i) the applicable waiting period under the HSR Act shall have expired or been terminated, (ii) the shareholders of the Act II shall have (A) approved and adopted the Purchase Agreement and the consummation of the Business Combination; (B) approved, for purposes of complying with applicable listing rules of Nasdaq, of the issuance of equity interests of Whole Earth Brands, Inc. in connection with the consummation of the Business Combination; and (C) approved of the redomestication of Act II to Delaware, (iii) at the Closing, after giving effect to (A) the completion of any redemptions by holders of the Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in the Act II’s organizational documents) in accordance with Act II’s organizational documents; and (B) all available amounts in the trust account established by the Act II in connection with the consummation of the Act II IPO, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing, and any additional equity financing, Act II shall have cash in an amount equal to or exceeding $210,000,000 (the “Minimum Cash Condition”), and (iv) solely as a condition to the Sellers’ obligation to close the Business Combination, the shares of Whole Earth Brands, Inc. common stock to be issued to the Sellers under the terms of the Purchase Agreement must be approved for listing on Nasdaq.

Act II may not satisfy all of the closing conditions in the Purchase Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Act II to each lose some or all of the intended benefits of the Business Combination.

Because Act II is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Because Act II is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited prior to the Domestication. Act II is currently an exempted company under the laws of the

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Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Act II’s directors or officers, or enforce judgments obtained in the U.S. courts against Act II’s directors or officers.

Until the Domestication is effected, Act II’s corporate affairs are governed by the Cayman Constitutional Documents, the Cayman Island Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Act II under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Act II’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

Act II has been advised by its Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against Act II judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Act II predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Act II’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Act II board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Act II’s indebtedness could adversely affect Act II’s financial condition and ability to operate Act II, and Act II may incur additional debt

Act II expects to have $235,000,000 of indebtedness (including an undrawn revolving credit facility of $50,000,000 at the date of closing). Act II’s debt level and the terms of Act II’s financing arrangements could adversely affect Act II’s financial condition and limit Act II’s ability to successfully implement Act II’s growth strategies. In addition, under Act II’s credit facilities, certain of Act II’s direct and indirect subsidiaries will grant the lenders a security interest in substantially all of their assets.

Act II’s ability to meet its debt service obligations will depend on Act II’s future performance, which will be affected by the other risk factors described herein. If Act II does not generate enough cash flow to pay Act II’s debt service obligations, it may be required to refinance all or part of its existing debt, sell assets, borrow more money or raise equity. Act II may not be able to take any of these actions on a timely basis, on satisfactory terms, or at all.

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Act II’s credit facilities will contain financial and other covenants. The failure to comply with such covenants could have an adverse effect.

Act II’s credit facilities contemplated by the commitment letter will contain certain financial and other covenants, including a maximum consolidated total net leverage ratio equal to or less than 4.00:1.00, and limitations on Act II’s and its subsidiaries’ abilities to, among other things, incur additional indebtedness and make guarantees; incur liens on assets; engage in mergers or consolidations, dissolutions or other fundamental changes; sell assets; pay dividends and distributions or other restricted payments or repurchase stock; make investments, loans and advances, including acquisitions; amend organizational documents or other material agreements; enter into certain agreements that would restrict the ability of the Borrower and its subsidiaries to pay dividends; repay certain junior, unsecured or subordinated indebtedness; issue certain equity; engage in certain activities; and engage in certain transactions with affiliates, in each case, subject to customary exceptions materially consistent with credit facilities of such type and size. Act II expects to have $235,000,000 of indebtedness (including an undrawn revolving credit facility of  $50,000,000 at the date of closing). Any failure to comply with the restrictions of Act II’s credit facilities may result in an event of default under the credit facilities. Act II’s contemplated credit facilities bear interest at variable rates. If market interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect Act II’s cash flow.

Act II’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to Act II’s public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of  (i) $10.00 per share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Act II’s independent directors would determine whether to take legal action against Sponsor to enforce its indemnification obligations. While Act II currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Act II, it is possible that Act II’s independent directors in exercising may choose not to do so in any particular instance. If Act II’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to Act II’s public shareholders may be reduced below $10.00 per share.

The stockholders that are party to the Investors Agreement will influence the direction of Whole Earth Brands, Inc.’s business, and the concentrated ownership of Whole Earth Brands, Inc.’s common stock may prevent you and other stockholders from influencing significant decisions.

In connection with the Business Combination, Whole Earth Brands, Inc. will enter into the Investors Agreement with the Sponsor and Flavors Holdings. Pursuant to the terms of the Investors Agreement, Whole Earth Brands, Inc. will be required to take all necessary action to cause the specified designees of Flavors Holdings and the Sponsor to be nominated to serve on Whole Earth Brands, Inc.’s board of directors, and each of the parties will be required, among other things, to vote all of the securities of Whole Earth Brands, Inc. held by such party in a manner necessary to elect up to two individuals designated by the other party to the board of directors of Whole Earth Brands, Inc. In addition, pursuant to the Side Letter, the Sponsor agreed that it will designate one individual that has been mutually agreed with Baron to serve as a director on Whole Earth Brands, Inc.’s board of directors. For so long as these parties retain the right to nominate directors to the board, they will be able to significantly influence the composition of Whole Earth Brands, Inc.’s board of directors, which in turn will be able to influence all matters affecting Whole Earth Brands, Inc., subject to the terms of the Investors Agreement, including:

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any determination with respect to Whole Earth Brands, Inc.’s business direction and policies, including the appointment and removal of officers and, in the event of a vacancy on Whole Earth Brands, Inc.’s board of directors, additional or replacement directors;

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any determinations with respect to mergers, business combinations or disposition of assets;

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determination of Whole Earth Brands, Inc.’s management policies;

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Whole Earth Brands, Inc.’s financing policy;

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Whole Earth Brands, Inc.’s compensation and benefit programs and other human resources policy decisions; and

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the payment of dividends on Whole Earth Brands, Inc.’s common stock.

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Because the interests of these stockholders may differ from the interests of Whole Earth Brands, Inc. or its other stockholders, actions that these stockholders take with respect to Whole Earth Brands, Inc. may not be favorable to Whole Earth Brands, Inc. or its other stockholders. For additional information, see “Business Combination Proposal — Related Agreements — Investors Agreement.”

The announcement of the proposed Business Combination could disrupt Merisant and MAFCO’s relationships with their customers, suppliers, joint venture partners and others, as well as their operating results and business generally.

As a result of uncertainty related to the Business Combination, risks relating to the impact of the announcement of the Business Combination on Merisant and MAFCO’s business include the following:

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their employees may experience uncertainty about their future roles, which might adversely affect Merisant and MAFCO’s ability to retain and hire key personnel and other employees; and

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customers, suppliers, joint venture partners and other parties with which Merisant and MAFCO maintain business relationships may experience uncertainty about Merisant and MAFCO’s future and rescind their deposits, seek alternative relationships with third parties, seek to alter their business relationships with Merisant and MAFCO or fail to extend an existing relationship with Merisant and MAFCO

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If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Merisant and MAFCO’s results of operations and cash available to fund its businesses.

Subsequent to consummation of the Business Combination, Whole Earth Brands, Inc. may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and its stock price, which could cause you to lose some or all of your investment.

Act II cannot assure you that the due diligence conducted in relation to Merisant and MAFCO has identified all material issues or risks associated with Merisant and MAFCO, their businesses or the industry in which they compete. Furthermore, Act II cannot assure you that factors outside of Merisant and MAFCO’s and Act II’s control will not later arise. As a result of these factors, Whole Earth Brands, Inc. may be exposed to liabilities and incur additional costs and expenses and Whole Earth Brands, Inc. may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Even if Act II’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on Whole Earth Brands, Inc.’s financial condition and results of operations and could contribute to negative market perceptions about Whole Earth Brands, Inc. or its securities.

The historical financial results of Merisant and MAFCO and unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Whole Earth Brands, Inc.’s actual financial position or results of operations would have been.

The historical financial results of Merisant and MAFCO included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a standalone company during the periods presented or those Whole Earth Brands, Inc. will achieve in the future. For example, Whole Earth Brands, Inc. will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act. Therefore, it may be difficult for investors to compare Whole Earth Brands, Inc.’s future results to historical results or to evaluate its relative performance or trends in its business.

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Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Act II being treated as the “acquirer” for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Merisant and MAFCO on the Closing Date and the number of Act II Class A Shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of Whole Earth Brands, Inc.’s future operating or financial performance and Whole Earth Brands, Inc.’s actual financial condition and results of operations may vary materially from Whole Earth Brands, Inc.’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Act II may be able to complete only one Business Combination with the proceeds of the Act II IPO and the sale of the private placement warrants, which will cause it to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact Act II’s operations and profitability.

Act II may effectuate its business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, Act II may not be able to effectuate Act II’s business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that Act II prepare and file pro forma financial information with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing Act II’s business combination with only a single entity, Act II’s lack of diversification may subject Act II to numerous economic, competitive and regulatory risks. Further, Act II would not be able to diversify its operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for Act II’s success may be:

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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This lack of diversification may subject Act II to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which it may operate subsequent to its Business Combination.

Act II has incurred and expects to continue to incur significant transaction costs in connection with the Business Combination

Act II has incurred and expects to continue to incur significant costs in connection with the Business Combination. All expenses incurred in connection with the Purchase Agreement and the transactions contemplated thereby, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs, provided that Act II will pay certain expenses and reimburse the Sellers for certain legal and accounting fees.

Act II’s transaction expenses as a result of the Business Combination are currently estimated at approximately $40,000,000, including payment of  $11,280,000 in deferred underwriting commissions to the underwriters of the Act II IPO. If Act II’s expenses exceed its estimates, Act II’s financial condition could be adversely affected.

The Purchase Agreement has a specified minimum cash condition. This threshold may make it more difficult for Act II to complete the Business Combination as contemplated.

The Purchase Agreement provides that the obligations of each party to consummate the Business Combination are conditioned on, among other things, that as of the Closing, after giving effect to (A) the completion of any redemptions by holders of Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of the Business Combination in accordance with Act II’s

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organizational documents; and (B) all available amounts in the trust account, but excluding, for the avoidance of doubt, any proceeds contemplated by the Debt Financing, the PIPE Financing, and any additional equity financing, Act II must have cash in an amount equal to or exceeding $210,000,000 (the “Minimum Cash Condition”). If the Minimum Cash Condition is not met, and such condition is not or cannot be waived under the terms of the Purchase Agreement, then the Purchase Agreement could terminate and the proposed Business Combination may not be consummated.

If such condition is waived and the Business Combination is consummated with less the minimum cash amount in the trust account contemplated under the Minimum Cash Condition, the cash held by Whole Earth Brands, Inc. and its subsidiaries in the aggregate, after the Closing may not be sufficient to allow it to operate and pay its bills as they become due. Furthermore, Whole Earth Brands, Inc.’s affiliates are not obligated to make loans to Whole Earth Brands, Inc. in the future. The exercise of redemption rights with respect to a large number of Act II’s public shareholders may make Whole Earth Brands, Inc. unable to take such actions as may be desirable in order to optimize its capital structure after consummation of the Business Combination, and Whole Earth Brands, Inc. may not be able to raise additional financing from unaffiliated parties necessary to fund its expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding Whole Earth Brands, Inc.’s ability to continue as a going concern at such time.

The Sponsor may elect to purchase shares from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of the Act II Class A Shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding Act II or its securities, the Sponsor, Merisant and MAFCO or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Act II’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor, Merisant and MAFCO or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of  (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposal, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) Whole Earth Brands, Inc.’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Shareholders Meeting and would likely increase the chances that such proposals would be approved. In addition, if such purchases are made, the public “float” of Act II’s public shares and the number of beneficial holders of Act II’s securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of Act II’s securities on a national securities exchange.

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Future resales of common stock after the consummation of the Business Combination may cause the market price of Whole Earth Brands, Inc.’s securities to drop significantly, even if Whole Earth Brands, Inc.’s business is doing well.

After the consummation of the Business Combination and subject to certain exceptions, the Sellers and the Sponsor will be contractually restricted from selling or transferring any of their shares of common stock. However, following the expiration of such lockups, neither the Sellers nor the Sponsor will be restricted from selling shares of Whole Earth Brands, Inc.’s common stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of Whole Earth Brands, Inc. common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Whole Earth Brands, Inc. common stock. It is anticipated that, following the Business Combination (assuming consummation of the transactions contemplated by the Purchase Agreement), (1) Act II’s public shareholders are expected to own approximately 62.5% of the outstanding Whole Earth Brands, Inc. common stock, (2) the Sellers (without taking into account any public shares held by the Sellers prior to the consummation of the Business Combination) are expected to own approximately 12.5% of the outstanding Whole Earth Brands, Inc. common stock, and (3) the PIPE Investors will own approximately 15.6% of the outstanding shares of Whole Earth Brands, Inc. common stock and (4) the Sponsor is expected to own approximately 9.4% of the outstanding Whole Earth Brands, Inc. common stock. These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that Whole Earth Brands, Inc. issues 6,000,000 shares of Whole Earth Brands, Inc. common stock to the Sellers pursuant to the Purchase Agreement. If the actual facts are different from these assumptions, the percentage ownership retained by Act II’s existing shareholders in the combined company will be different.

Pursuant to the terms of the Warrant Amendment, a Public Warrant Holder will only be permitted to exercise its warrants for a whole number of Class A ordinary shares.

Pursuant to the terms of the Warrant Amendment, a Public Warrant Holder may exercise its warrants only for a whole number of Act II Class A Shares. This means that only a number of warrants evenly divisible by four may be exercised at any given time by the Public Warrant Holder. For example, if a Public Warrant Holder holds one warrant to purchase one-half of an Act II Class A Share, such warrant will not be exercisable. However, if a Public Warrant Holder holds two warrants, such warrants will be exercisable for one Act II Class A Share. Act II will not pay cash in lieu of fractional warrants after giving effect to the Warrant Amendment.

Act II is not registering the shares of Whole Earth Brands, Inc. common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

Act II is not registering the shares of Whole Earth Brands, Inc. common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the Warrant Agreement, Act II has agreed, as soon as practicable, but in no event later than 15 business days after the closing of Act II’s initial business combination, to use Act II’s best efforts to file a registration statement under the Securities Act covering the issuance of such shares and maintain a current prospectus relating to the shares of Whole Earth Brands, Inc. common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Act II cannot assure you that Act II will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, Act II will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and Act II will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if the Whole Earth Brands, Inc. common stock is at the time of any

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exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, Act II may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elects, Act II will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will Act II be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that it is unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Whole Earth Brands, Inc. common stock included in the units. If and when the warrants become redeemable by us, Act II may exercise its redemption right even if it is unable to register or qualify the underlying shares of Whole Earth Brands, Inc. common stock for sale under all applicable state securities laws.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price per unit in the Act II IPO).

Act II’s placing of funds in the trust account may not protect those funds from third-party claims against us. Although Act II will seek to have all vendors, service providers (other than Act II’s independent auditors), prospective target businesses or other entities with which Act II does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Act II’s assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, Act II’s management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to Act II than any alternative.

Examples of possible instances where Act II may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Act II and will not seek recourse against the trust account for any reason. Upon redemption of the public shares, if Act II is unable to complete its business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with a business combination, Act II will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the 10 years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to Act II if and to the extent any claims by a third party (other than its independent auditors) for services rendered or products sold to Act II, or a prospective target business with which Act II has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under Act II’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is

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deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Act II has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of Act II. The Sponsor may not have sufficient funds available to satisfy those obligations. Act II has not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for Act II’s business combination and redemptions could be reduced to less than $10.00 per public share. In such event, Act II may not be able to complete Act II’s business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of Act II’s officers or directors will indemnify Act II for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after Act II distributes the proceeds in the trust account to its public shareholders, Act II files a bankruptcy petition or an involuntary bankruptcy petition is filed against Act II that is not dismissed, a bankruptcy court may seek to recover such proceeds, and Act II and its board of directors may be exposed to claims of punitive damages.

If, after Act II distributes the proceeds in the trust account to its public shareholders, Act II files a bankruptcy petition or an involuntary bankruptcy petition is filed against Act II that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Act II’s shareholders. In addition, Act II’s board of directors may be viewed as having breached its fiduciary duty to Act II’s creditors or having acted in bad faith, thereby exposing it and Act II to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. Act II cannot assure you that claims will not be brought against it for these reasons.

If, before distributing the proceeds in the trust account to Act II’s public shareholders, Act II files a bankruptcy petition or an involuntary bankruptcy petition is filed against Act II that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Act II’s shareholders and the per share amount that would otherwise be received by Act II’s shareholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the trust account to Act II’s public shareholders, Act II files a bankruptcy petition or an involuntary bankruptcy petition is filed against Act II that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Act II’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Act II’s shareholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by Act II’s shareholders in connection with its liquidation may be reduced.

Act II’s shareholders may be held liable for claims by third parties against Act II to the extent of distributions received by them upon redemption of their shares.

If Act II is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Act II was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Act II’s shareholders. Furthermore, Act II’s directors may be viewed as having breached their fiduciary duties to Act II or its creditors or may have acted in bad faith, and thereby exposing themselves and Act II to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. Act II cannot assure you that claims will not be brought against it for these reasons.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for Act II to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.

The fact that Act II is a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on Act II as compared to other public companies because Merisant and MAFCO are not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards

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required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Merisant and MAFCO as privately held companies. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to Whole Earth Brands, Inc. after the Business Combination. If Act II is not able to implement the requirements of Section 404, including any additional requirements once Act II is no longer an emerging growth company, in a timely manner or with adequate compliance, Act II may not be able to assess whether its internal controls over financial reporting are effective, which may subject Act II to adverse regulatory consequences and could harm investor confidence and the market price of Whole Earth Brands, Inc. common stock. Additionally, once Act II is no longer an emerging growth company, it will be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting.

The price of Whole Earth Brands, Inc. common stock and warrants and may be volatile.

Upon consummation of the Business Combination, the price of Whole Earth Brands, Inc. common stock, as well as Whole Earth Brands, Inc. warrants may fluctuate due to a variety of factors, including:

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changes in the industries in which Whole Earth Brands, Inc. and its customers operate;

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developments involving Whole Earth Brands, Inc.’s competitors;

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variations in its operating performance and the performance of its competitors in general;

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actual or anticipated fluctuations in Whole Earth Brands, Inc.’s quarterly or annual operating results;

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publication of research reports by securities analysts about Whole Earth Brands, Inc. or its competitors or its industry;

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the public’s reaction to Whole Earth Brands, Inc.’s press releases, its other public announcements and its filings with the SEC;

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additions and departures of key personnel;

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changes in laws and regulations affecting its business;

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commencement of, or involvement in, litigation involving the combined company;

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changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of shares of Whole Earth Brands, Inc. common stock available for public sale; and

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general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

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These market and industry factors may materially reduce the market price of Whole Earth Brands, Inc. common stock and warrants regardless of the operating performance of Whole Earth Brands, Inc., including the Merisant and MAFCO businesses acquired in the Business Combination.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from Whole Earth Brands, Inc.’s business operations.

As a public company, Whole Earth Brands, Inc. will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, Whole Earth Brands, Inc. will incur significant legal, accounting and other expenses that Merisant and MAFCO did not previously incur. Whole Earth Brands, Inc.’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

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These rules and regulations will result in Whole Earth Brands, Inc. incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for Whole Earth Brands, Inc. to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for Whole Earth Brands, Inc. to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

While Act II anticipates losing its emerging growth company status on December 31, 2024, the last day of the fiscal year following the fifth anniversary of the Act IPO, Act II is currently an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and to the extent Act II has taken advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make Act II’s securities less attractive to investors and may make it more difficult to compare Act II’s performance with other public companies.

Act II is currently an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and Act II may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Act II’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, Act II’s shareholders may not have access to certain information they may deem important. Act II cannot predict whether investors will find its securities less attractive because it relies on these exemptions. If some investors find Act II’s securities less attractive as a result of its reliance on these exemptions, the trading prices of Act II’s securities may be lower than they otherwise would be, there may be a less active trading market for Act II’s securities and the trading prices of Act II’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Act II has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Act II’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Act II currently anticipate that it will lose its “emerging growth company” status on December 31, 2024, the last day of the fiscal year following the fifth anniversary of the Act IPO. As a result of losing such status, Act II will no longer be able to take advantage of certain exemptions from reporting, and, absent other exemptions or relief available from the SEC, Act II will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Act II will incur additional expenses in connection with such compliance and its management will need to devote additional time and effort to implement and comply with such requirements. Act II expects to lose its status as a “smaller reporting company” at the end of the year ending December 31, 2020.

Warrants will become exercisable for Whole Earth Brands, Inc. common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to Act II’s stockholders.

If the Business Combination is completed, outstanding warrants to purchase an aggregate of          shares of Whole Earth Brands, Inc. common stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. These warrants will become exercisable 30 days

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after the completion of the Business Combination. The exercise price of these warrants will be $11.50 per share of Whole Earth Brands, Inc. common stock. To the extent such warrants are exercised, additional shares of Whole Earth Brands, Inc. common stock will be issued, which will result in dilution to the holders of Whole Earth Brands, Inc. common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Whole Earth Brands, Inc. common stock. However, there is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See “— Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.”

Even if the Business Combination is consummated, the public warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment.

The warrants were issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Act II. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any registered holder to cure any ambiguity, correct any defective provision or change any other provision deemed not to adversely affect the interests of the registered holders, but requires the approval by registered holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, Act II may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although Act II’s ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Whole Earth Brands, Inc. common stock purchasable upon exercise of a warrant.

Act II may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

Act II has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per warrant, provided that the last reported sales price of the Act II Class A Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date Act II sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by Act II, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

None of the private placement warrants will be redeemable by Act II so long as they are held by Act II’s Sponsor or its permitted transferees.

The terms of the Warrants may be amended in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then outstanding Public Warrants.

The Warrants were issued pursuant to the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Act II. The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. Accordingly, the terms of the Public Warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding Public Warrants approve of such amendment. Act II or the Whole

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Earth Brands, Inc. may amend the terms of the Public Warrants with the consent of at least 65% of the then outstanding Public Warrants to effect any change thereto, including to increase the exercise price of the Warrants, shorten the exercise period or decrease the number of shares of Act II or the Whole Earth Brands, Inc. purchasable upon exercise of a Warrant.

Please see the section below entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal.”

Act II’s Warrants may have an adverse effect on the market price of the Whole Earth Brands Inc common stock.

Act II issued Public Warrants to purchase 15,000,000 ordinary shares as part of the units offered in its IPO (which Public Warrants, in the event that the Warrant Amendment is approved by the Public Warrant Holders at the Warrant Holders Meeting and subsequently implemented, will be amended pursuant to the terms thereof to become exercisable for 7,500,000 ordinary shares), and, simultaneously with the closing of the IPO, Act II issued in a private placement an aggregate of 6,750,000 private placement warrants to the Sponsor, each exercisable to purchase one Act II Class A Shares at $5.75 per share, which the Sponsor agreed to cancel. In connection with the Business Combination and PIPE Financing, Act II agreed to issue private placement warrants exercisable for an aggregate of 2,631,750 shares of Whole Earth Brands, Inc. common stock to the PIPE Investors. The PIPE Investors who will receive private placement warrants have waived their rights to receive the $0.75 cash payment for each of their private placement warrants. Upon the Domestication, the Warrants will entitle the holders to purchase shares of Common Stock of Whole Earth Brands, Inc. Such Warrants, when exercised, will increase the number of issued and outstanding shares and may reduce the market price of the Whole Earth Brands, Inc. common stock.

Whole Earth Brands, Inc. does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, Whole Earth Brands, Inc. currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of Whole Earth Brands, Inc.’s board of directors and will depend on its financial condition, results of operations, capital requirements, restrictions contained in the Investors Agreement and future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

Your unexpired Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

Outstanding Warrants may be redeemed at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per Warrant, provided that the last reported sales price of the Whole Earth Brands, Inc. common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date the Company sends the notice of Redemption to the Warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its Redemption Rights if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or Act II is unable to effect such registration or qualification, subject to the Company’s obligation in such case to use its best efforts to register or qualify the shares of Common Stock under the blue sky laws of the state of residence in those states in which the Warrants were initially offered by Act II in its IPO. Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal Redemption Price which, at the time the outstanding warrants are called for Redemption, is likely to be substantially less than the market value of your Warrants. Prior to the effectiveness of the Warrant Amendment, none of the private placement warrants will be redeemable by the Company so long as they are held by their initial purchasers — the Sponsor and the PIPE Investors — or their permitted transferees.

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Nasdaq may not list Whole Earth Brands, Inc.’s securities on its exchange, which could limit investors’ ability to make transactions in Whole Earth Brands, Inc.’s securities and subject Whole Earth Brands, Inc. to additional trading restrictions.

In connection with the Business Combination, in order to continue to maintain the listing of Act II’s securities on Nasdaq, Act II will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. Act II will apply to have Whole Earth Brands, Inc.’s common stock and warrants listed on Nasdaq upon consummation of the Business Combination. At the closing of the Business Combination, the units will separate into their component shares of common stock and warrants so that the units will no longer trade separately under “ACTTU.” Act II cannot assure you that Whole Earth Brands, Inc.’s common stock or warrants will meet all initial listing requirements. Even if Whole Earth Brands, Inc.’s securities are listed on Nasdaq, Whole Earth Brands, Inc. may be unable to maintain the listing of its securities in the future.

In the event that the Business Combination was consummated without Whole Earth Brands, Inc.’s some or all of securities being listed on Nasdaq or on another national securities exchange, Whole Earth Brands, Inc. could face significant material adverse consequences, including:

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a limited availability of market quotations for Whole Earth Brands, Inc.’s securities;

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reduced liquidity for Whole Earth Brands, Inc.’s securities;

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a determination that Whole Earth Brands, Inc. common stock is a “penny stock” which will require brokers trading in Whole Earth Brands, Inc. common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Whole Earth Brands, Inc.’s securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If Whole Earth Brands, Inc.’s securities were not listed on Nasdaq, such securities would not qualify as covered securities and Act II would be subject to regulation in each state in which it offers its securities because states are not preempted from regulating the sale of securities that are not covered securities.

Reports published by analysts, including projections in those reports that differ from Whole Earth Brands, Inc.’s actual results, could adversely affect the price and trading volume of its common stock.

Securities research analysts may establish and publish their own periodic projections for Whole Earth Brands, Inc. following consummation of the Business Combination. These projections may vary widely and may not accurately predict the results Whole Earth Brands, Inc. actually achieves. Whole Earth Brands, Inc.’s share price may decline if its actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on Whole Earth Brands, Inc. downgrades its stock or publishes inaccurate or unfavorable research about its business, Whole Earth Brands, Inc.’s share price could decline. If one or more of these analysts ceases coverage of Whole Earth Brands, Inc. or fails to publish reports on Whole Earth Brands, Inc. regularly, its securities price or trading volume could decline. While Act II expects research analyst coverage following consummation of the Business Combination, if no analysts commence coverage of us, the market price and volume for Whole Earth Brands, Inc.’s securities could be adversely affected.

Risks Related to the Consummation of the Domestication

The Domestication may result in adverse tax consequences for holders of Act II Class A Shares and warrants.

U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” beginning on page 140 of this proxy statement/prospectus) may be subject to U.S. federal income tax as a result of the Domestication. Because the Domestication will occur immediately prior to the redemption of Act II Class A Shares, U.S.

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Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication. Additionally, non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) may become subject to withholding tax on any dividends paid on Whole Earth Brands, Inc. common stock after the Domestication.

A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) Act II Class A Shares with a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of Act II’s earnings in income. A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) Act II Class A Shares with a fair market value of  $50,000 or more, but less than 10% of the total combined voting power of all classes of Act II stock entitled to vote and less than 10% or more of the total value of all classes of Act II stock, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its Act II Class A Shares for Whole Earth Brands, Inc. common stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Act II Class A Shares held directly by such U.S. Holder and satisfies certain reporting requirements. A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of Act II stock entitled to vote or 10% or more of the total value of all classes of Act II stock, will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations) attributable to the Act II Class A Shares held directly by such U.S. Holder.

Additionally, proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that, a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Because Act II is a blank check company with no current active business, Act II believes that it is likely that it is classified as a PFIC for U.S. federal income tax purposes for its current taxable year which ends as a result of the Domestication. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of Act II Class A Shares to recognize gain on the exchange of Act II Class A Shares for Whole Earth Brands, Inc. common stock pursuant to the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Act II Class A Shares. Proposed Treasury Regulations, if finalized in their current form would also apply to a U.S. Holder who exchanges Act II warrants for newly issued Whole Earth Brands, Inc. warrants; a U.S. Holder, however, cannot currently make the election mentioned above with respect to such U.S. Holder’s Act II warrants. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Act II. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply.

All holders are urged to consult their own tax advisor regarding the tax consequences of the Domestication, including the impact of the PFIC rules and the proposed Treasury Regulations described above, to their particular situation. For a more detailed description of the U.S. federal income tax consequences associated with the Domestication, see “U.S. Federal Income Tax Considerations” (beginning on page 140 of this proxy statement/prospectus).

Upon consummation of the Business Combination, the rights of holders of Whole Earth Brands, Inc. common stock arising under the DGCL as well as Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of Act II Class A Shares arising under the Cayman Islands Companies Law as well as Act II’s current memorandum and articles of association.

Upon consummation of the Business Combination, the rights of holders of Whole Earth Brands, Inc. common stock will arise under the Proposed Organizational Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in Act

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II’s current memorandum and articles of association and the Cayman Islands Companies Law and, therefore, some rights of holders of Whole Earth Brands, Inc. common stock could differ from the rights that holders of Act II Class A Shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands Companies Law, such actions are generally available under the DGCL. This change could increase the likelihood that Whole Earth Brands, Inc. becomes involved in costly litigation, which could have a material adverse effect on Whole Earth Brands, Inc.

In addition, there are differences between the new organizational documents of Whole Earth Brands, Inc. and the current constitutional documents of Act II. For a more detailed description of the rights of holders of Whole Earth Brands, Inc. common stock and how they may differ from the rights of holders of Act II Class A Shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws of Whole Earth Brands, Inc. are attached as Annex F and Annex G, respectively, to this proxy statement/prospectus and Act II urges you to read them.

Delaware law and Whole Earth Brands, Inc.’s Proposed Organizational Documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Organizational Documents that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of Whole Earth Brands, Inc.’s common stock, and therefore depress the trading price of Whole Earth Brands, Inc. common stock. These provisions could also make it difficult for stockholders to take certain actions. Among other things, the Proposed Organizational Documents include provisions regarding:

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the ability of Whole Earth Brands, Inc.’s board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences, voting rights, dividend rights, conversion rights and liquidation preferences, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

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subject to the terms of the Investors Agreement, Whole Earth Brands, Inc.’s board of directors will have the exclusive right to expand the size of its board of directors and to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which will prevent stockholders from being able to fill vacancies on the board of directors;

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special meetings of stockholders of Whole Earth Brands, Inc. can only be called either by the Chairman of the board of directors or by the Whole Earth Brands, Inc.’s board of directors;

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the stockholders of Whole Earth Brands, Inc. do not have the ability to act by written consent;

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the limitation of the liability of, and the indemnification of, Whole Earth Brands, Inc.’s directors and officers;

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the ability of Whole Earth Brands, Inc.’s board of directors to amend the bylaws, which may allow Whole Earth Brands, Inc.’s board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

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advance notice procedures with which stockholders must comply to nominate candidates to Whole Earth Brands, Inc.’s board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in Whole Earth Brands, Inc.’s Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Whole Earth Brands, Inc.

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These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in Whole Earth Brands, Inc.’s board of directors or management.

The provisions of the proposed certificate of incorporation requiring exclusive forum in the Court of Chancery of the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against Whole Earth Brands, Inc.’s directors and officers.

Whole Earth Brands, Inc.’s proposed certificate of incorporation provides that, to the fullest extent permitted by law, and unless Whole Earth Brands, Inc. consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on Whole Earth Brands, Inc.’s behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of its directors, officers, employees or agents to Whole Earth Brands, Inc. or Whole Earth Brands, Inc.’s stockholders, (iii) any action asserting a claim against Whole Earth Brands, Inc. or any of its directors, officers, stockholders, employees or agents arising out of or related to any provision of the DGCL or its certificate of incorporation or bylaws or (iv) any action asserting a claim against Whole Earth Brands, Inc. or any of its directors, officers, stockholders, employees or agents of Whole Earth Brands, Inc. governed by the internal affairs doctrine; except for, as to each of  (i) through (iv) above, any claim as to which the Chancery Court determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, the proposed certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Similarly, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

These provisions may have the effect of discouraging lawsuits against Whole Earth Brands, Inc.’s directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against Whole Earth Brands, Inc., a court could find the choice of forum provisions contained in the proposed certificate of incorporation to be inapplicable or unenforceable in such action.

Risks Related to the Redemption

Public shareholders who wish to redeem their public shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the trust account.

A public shareholder will be entitled to receive cash for any public shares to be redeemed only if such public shareholder: (1)(a) holds public shares, or (b) if the public shareholder holds public shares through units, the public shareholder elects to separate its units into the underlying public shares and public warrants prior to exercising its redemption rights with respect to the public shares; (2) submits a written request to Continental Stock Transfer & Trust Company, Act II’s transfer agent, that Whole Earth Brands, Inc. redeem all or a portion of its public shares for cash; and (3) delivers its public shares to Continental Stock Transfer & Trust Company, Act II’s transfer agent, physically or electronically through DTC. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to         p.m., Eastern Time, on         , 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed. In order to obtain a physical share certificate, a shareholder’s broker or clearing broker, DTC and Continental Stock Transfer & Trust Company, Act II’s transfer agent, will need

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to act to facilitate this request. It is Act II’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Act II does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, public shareholders who wish to redeem their public shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Act II’s transfer agent, Whole Earth Brands, Inc. will redeem such public shares for a per-share price, payable in cash calculated as of two business days prior to the consummation of the Business Combination. Please see the section entitled “Shareholders Meeting of Act II — Redemption Rights” for additional information on how to exercise your redemption rights.

If a public shareholder fails to receive notice of Act II’s offer to redeem public shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite Act II’s compliance with the proxy rules, a public shareholder fails to receive Act II’s proxy materials, such public shareholder may not become aware of the opportunity to redeem their public shares. In addition, the proxy materials that Act II is furnishing to holders of public shares in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem the public shares. In the event that a public shareholder fails to comply with these procedures, its public shares may not be redeemed. Please see the section entitled “Shareholders Meeting of Act II — 
Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.

A public shareholder, together with any of their affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate their shares or, if part of such a group, the group’s shares, in excess of 15% of the public shares. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, Act II will require each public shareholder seeking to exercise redemption rights to certify to Act II whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to stock ownership available to Act II at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Act II makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over Act II’s ability to consummate the Business Combination and you could suffer a material loss on your investment in Act II if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if Act II consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the public shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. Act II cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge Act II’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, Act II’s shareholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the trust account will put the shareholder in a better future economic position.

Act II can give no assurance as to the price at which a shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the

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Business Combination, may cause an increase in Act II share price, and may result in a lower value realized now than a shareholder of Act II might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own tax or financial advisor for assistance on how this may affect its individual situation.

Risks if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination and the Domestication, Act II’s board of directors will not have the ability to adjourn the Shareholders Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.

Act II’s board of directors is seeking approval to adjourn the Shareholders Meeting to a later date or dates if, at the Shareholders Meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Condition Precedent Proposals. If the Adjournment Proposal is not approved, Act II’s board of directors will not have the ability to adjourn the Shareholders Meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed.

Risks if the Domestication and the Business Combination are not Consummated

If Act II is not able to complete the Business Combination with Merisant and MAFCO by April 30, 2021 nor able to complete another business combination by such date, in each case, as such date may be further extended pursuant to the Cayman Constitutional Documents, Act II would cease all operations except for the purpose of winding up and Act II would redeem the Act II Class A Shares and liquidate the trust account, in which case Act II’s public shareholders may only receive approximately $10.00 per share and Act II’s warrants will expire worthless.

If Act II is not able to complete the Business Combination with Merisant and MAFCO by April 30, 2021 nor able to complete another business combination by such date, in each case, as such date may be extended pursuant to Act II’s Cayman Constitutional Documents Act II will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of Act II’s remaining shareholders and its board, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, Act II’s public shareholders may only receive approximately $10.00 per share and Act II’s warrants will expire worthless.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or public warrants, potentially at a loss.

Act II’s public shareholders will be entitled to receive funds from the trust account only upon the earliest of  (1) the completion of a business combination (including the Closing), and then only in connection with those public shares that such public shareholder properly elected to redeem, (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance and timing of Act II’s obligation to redeem 100% of the public shares if Act II does not complete a business combination by April 30, 2021 or (3) the redemption of all of the public shares if Act II is unable to complete an initial business combination by

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April 30, 2021, subject to applicable law, and as further described in this proxy statement/prospectus. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or public warrants, potentially at a loss.

If Act II is unable to consummate an initial business combination, Act II’s public shareholders may be forced to wait until after April 30, 2021 before redemption from the trust account.

If Act II is unable to consummate an initial business combination by April 30, 2021 (or if such date is further extended at a duly called extraordinary general meeting of shareholders, such later date), Act II will distribute the aggregate amount then on deposit in the trust account (less up to $100,000 of the net interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to Act II’s public shareholders by way of redemption and cease all operations except for the purposes of winding up of Act II’s affairs, as further described in this proxy statement/prospectus. Any redemption of public shareholders from the trust account shall be affected automatically by function of the Cayman Constitutional Documents prior to any voluntary winding up. If Act II is required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to Act II’s public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Islands Companies Law. In that case, investors may be forced to wait beyond April 30, 2021 (or if such date is further extended at a duly called extraordinary general meeting of shareholders, such later date), before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. Act II has no obligation to return funds to investors prior to the date of Act II’s redemption or liquidation unless Act II consummates an initial business combination prior thereto and only then in cases where investors have sought to redeem their public shares. Only upon Act II’s redemption or any liquidation will public shareholders be entitled to distributions if Act II is unable to complete an initial business combination.

If the net proceeds of the Act II IPO not being held in the trust account are insufficient to allow Act II to operate through to April 30, 2021 and Act II is unable to obtain additional capital, Act II may be unable to complete an initial business combination, in which case Act II’s public shareholders may only receive $10.00 per share, and Act II’s warrants will expire worthless.

As of September 30, 2019, Act II had cash of approximately $1.2 million held outside the trust account, which is available for use by Act II to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses. In addition, as of September 30, 2019, Act II had total liabilities of approximately $11.3 million.

The funds available to Act II outside of the trust account may not be sufficient to allow it to operate until April 30, 2021 assuming that an initial business combination is not completed during that time. Act II could use a portion of the funds available to Act II to pay fees to consultants to assist Act II with Act II’s search for a target business. Act II could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although Act II does not have any current intention to do so. If Act II entered into a letter of intent where Act II paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of Act II’s breach or otherwise), Act II might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If Act II is required to seek additional capital, Act II would need to borrow funds from Sponsor, members of Act II’s management team or other third parties to operate or may be forced to liquidate. Neither the members of Act II’s management team nor any of their affiliates is under any further obligation to advance funds to Act II in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to Act II upon completion of Act II’s initial business combination. If Act II is unable to obtain additional financing, Act II may be unable to complete Act II’s initial business combination. If Act II is unable to complete Act II’s initial business combination because Act II does not have sufficient funds available to us, Act II will be forced to cease operations and liquidate the trust account. Consequently, Act II’s public shareholders may only receive approximately $10.00 per share on Act II’s redemption of the public shares and the public warrants will expire worthless.

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SHAREHOLDERS MEETING AND WARRANT HOLDERS MEETING OF ACT II

General

Act II is furnishing this proxy statement/prospectus to our shareholders as part of the solicitation of proxies by our board of directors for use at the Shareholders Meeting of Act II to be held on            , 2020, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to our shareholders on or about           , 2020 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides our shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Shareholders Meeting.

Date, Time and Place of Shareholders Meeting

The Shareholders Meeting will be held on            , 2020, at 8:30 a.m., Eastern Time, at DLA Piper LLP (US), located at 1251 Avenue of the Americas New York, New York 10020, unless the Shareholders Meeting is adjourned.

Date, Time and Place of Warrant Holders Meeting

The Warrant Holders Meeting will be held on            , 2020, at 8:00 a.m., Eastern Time, at DLA Piper LLP (US), located at 1251 Avenue of the Americas New York, New York 10020, unless the Warrant Holders Meeting is adjourned.

Purpose of the Act II Shareholders Meeting

At the Shareholders Meeting, Act II is asking holders of ordinary shares to:

•

consider and vote upon a proposal to approve by ordinary resolution and adopt the Purchase Agreement attached to this proxy statement/prospectus statement as Annexes A-1 and A-2, pursuant to which, among other things, Act II will purchase all of the outstanding equity interests of Merisant and MAFCO, in accordance with the terms and subject to the conditions of the Purchase Agreement as more fully described elsewhere in this proxy statement/prospectus (we refer to this proposal as the “Business Combination Proposal”);

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•

consider and vote upon a proposal to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the change of Act II’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (we refer to this proposal as the “Domestication Proposal”);

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•

consider and vote upon the proposal to approve by special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents (the “Organizational Documents Proposal”) to authorize changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex F and Annex G, respectively), including: (1) changing the corporate name from “Act II Global Acquisition Corp.” to “Whole Earth Brands, Inc.,” (2) making Whole Earth Brands, Inc.’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, and (4) removing certain provisions related to Act II’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Act II’s board of directors believes is necessary to adequately address the needs of Whole Earth Brands, Inc. after the Business Combination (we refer to this as “Organizational Documents Proposal “);

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•

consider and vote upon a proposal to approve by ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, and the Organizational Documents Proposal are approved, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of Whole Earth Brands, Inc. common stock to the Sellers in

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connection with the Business Combination and any person or entity in connection with any incremental equity issuances, to the extent such issuances would require a shareholder vote under Nasdaq Listing Rule 5635 (we refer to this as the “Stock Issuance Proposal”);

•

consider and vote upon a proposal to approve by ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal, Organizational Documents Proposal and the Stock Issuance Proposal are approved, the Whole Earth Brands, Inc. 2020 Long-Term Incentive Award Plan (the “2020 Plan”) (we refer to this as the “Incentive Award Plan Proposal”); and

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•

consider and vote upon a proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Shareholders Meeting (we refer to this as the “Adjournment Proposal”).

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Purpose of the Act II Warrant Holders Meeting

At the Warrant Holders Meeting, Act II is asking the Public Warrant Holders:

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To consider and vote upon the Warrant Amendment Proposal; and

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•

To consider and vote upon the Warrant Holders Adjournment Proposal, if it is presented at the Warrant Holders Meeting.

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Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Incentive Award Plan Proposal and the Warrant Amendment Proposal are each conditioned upon the approval of each of the Condition Precedent Proposals. The Adjournment Proposal and Warrant Holders Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of Act II Board of Directors

Act II’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Shareholders Meeting are in the best interest of Act II’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Award Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Shareholders Meeting.

The Act II board unanimously recommends that the Public Warrant Holders:

•

Vote “FOR” the Warrant Amendment Proposal; and

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•

Vote “FOR” the Warrant Holders Adjournment Proposal, if it is presented at the Warrant Holders Meeting.

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The existence of financial and personal interests of one or more of Act II’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Act II and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Act II’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposal — Interests of Act II’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

Act II has fixed the close of business on            , 2020, as the Record Date for determining the Act II shareholders and Public Warrant Holders entitled to notice of and to attend and vote at the Shareholders Meeting and the Warrant Holders Meeting, respectively. As of the close of business on such date, there were           Act II Class A Shares outstanding and entitled to vote. On the Record Date, there were          Public Warrants outstanding and entitled to vote. Public Warrant Holders will have one vote for each Public Warrant owned at the close of business on the Record Date.

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If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Public Warrants you beneficially own are properly counted. If you wish to attend the Shareholders Meeting or the Warrant Holders Meeting and vote in person and your shares or warrants are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Act II can be sure that the broker, bank or nominee has not already voted your shares or warrants.

Pursuant to the Sponsor Support Agreement, dated as of December 19, 2019 and as amended on February 12, 2020, by and among the Sponsor, Act II and the Sellers, a copy of which is attached to this proxy statement/prospectus as Annexes B-1 and B-2 (the “Sponsor Support Agreement”), the Sponsor agreed, among other things, (i) that immediately following the Closing, the Sponsor will forfeit to Act II (x) 3,000,000 Class B Ordinary Shares and (y) 6,750,000 private placement warrants; and (ii) to certain other covenants and agreements related to the Business Combination, particularly with respect to taking supportive actions to consummate the Business Combination and to appoint two of the Sellers’ nominees to the board of directors of Whole Earth Brands, Inc., to be effective at the Closing. In addition, the Sponsor irrevocably waived its anti-dilution protections under the Act II’s Amended and Restated Memorandum and Articles of Association in connection with any new issuances of Act II Class A Shares. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

Quorum

A quorum of Act II shareholders is necessary to hold a valid meeting. A quorum will be present at the Shareholders Meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the Shareholders Meeting are represented in person or by proxy. As of the record date for the Shareholders Meeting, 18,750,001 ordinary shares would be required to achieve a quorum.

The Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Public Warrants. The Warrant Holders Adjournment Proposal requires the affirmative vote by the holders of a majority of the Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. The Warrant Amendment Proposal will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment Proposal will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Act II but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction.

Abstentions will have the same effect as a vote against the Warrant Amendment Proposal, but will have no effect on the Warrant Holder Adjournment Proposal, if presented. Broker non-votes will have the same effect as a vote against the Warrant Amendment Proposal, but will have no effect on the Warrant Holder Adjournment Proposal.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting.

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The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal and the Domestication Proposal are not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Stock Issuance Proposal is conditioned on the approval of the Organizational Documents Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, and the Organizational Documents Proposal are not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Incentive Award Plan Proposal is conditioned on the approval of the Stock Issuance Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal are not approved, the Incentive Award Plan Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. The Adjournment Proposal is not conditioned upon any other proposal.

The approval of the Warrant Amendment Proposal requires the affirmative vote by the holders of at least 65% of the outstanding Public Warrants. The Warrant Amendment Proposal is conditioned on the approval of the Stock Issuance Proposal and, therefore, also conditioned on approval of the Business Combination Proposal, the Domestication Proposal, and the Organizational Documents Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, and the Organizational Documents Proposal are not approved, the Warrant Amendment Proposal will have no effect, even if approved by holders of ordinary shares.

The approval of the Warrant Holders Adjournment Proposal requires the affirmative vote by the holders of a majority of the Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. The Warrant Holders Adjournment Proposal is not conditioned upon any other proposal.

Voting Your Shares and Public Warrants

Each Act II Share that you own in your name entitles you to one vote, and each Public Warrant that you own in you name entitles you to one vote. If you are a record owner of your shares and/or warrants, there are two ways to vote your Act II Shares and/or warrants at the Shareholders Meeting and/or the Warrant Holders Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.   If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares and/or your warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your

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shares, your shares will be voted as recommended by the Act II Board “FOR” the Business Combination Proposal, Domestication Proposal, Organizational Documents Proposal, the Incentive Award Plan Proposal, the Stock Issuance Proposal and the Shareholder Adjournment Proposal (if presented). If you sign and return the proxy card but do not give instructions on how to vote your warrants, your warrants will be voted as recommended by the Act II Board “FOR” the Warrant Amendment Proposal and the Warrant Holders Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Shareholders Meeting or the Warrant Holders Meeting will not be counted.

You Can Attend the Shareholders Meeting and/or the Warrant Holders Meeting and Vote in Person. When you arrive, you will receive a ballot that you may use to cast your vote.

If your shares or warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares or warrants you beneficially own are properly counted. If you wish to attend the Shareholders Meeting or the Warrant Holders Meeting and vote in person and your shares or warrants are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Act II can be sure that the broker, bank or nominee has not already voted your shares or warrants.

Revoking Your Proxy

If you are an Act II shareholder and or Warrant Holder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card with a later date;

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•

you may notify Act II’s Secretary in writing before the Shareholders Meeting that you have revoked your proxy; or

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•

you may attend the Shareholders Meeting, revoke your proxy, and vote in person, as indicated above.

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Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Morrow, Act II’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing ACTT.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a public shareholder may request of Act II that Whole Earth Brands, Inc. redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

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(ii)

submit a written request to Continental, Act II’s transfer agent, that Whole Earth Brands, Inc. redeem all or a portion of your public shares for cash; and

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(iii)

deliver your public shares to Continental, Act II’s transfer agent, physically or electronically through DTC.

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The Subscription Agreements provide that the closing of the Private Placement is conditioned on, among other things, redemptions of Act II Class A Shares not exceeding 50%.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to       p.m., Eastern Time, on            , 2020 (two business days before the Shareholders Meeting) in order for their shares to be redeemed.

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Therefore, the election to exercise redemption rights occurs prior to the Domestication and the redemption is with respect to the Whole Earth Brands, Inc. public shares that an electing public shareholder holds after the Domestication. For the purposes of Article 49.4 of Act II’s memorandum and articles of association and the Cayman Islands Companies Law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/​prospectus to “redemption” or “redeeming” shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Business Combination, Whole Earth Brands, Inc. shall satisfy the exercise of redemption rights by redeeming the corresponding Whole Earth Brands, Inc. public shares issued to the public shareholders that validly exercised their redemption rights.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Act II’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Act II’s transfer agent, Whole Earth Brands, Inc. will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2019, this would have amounted to approximately $10.10 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Whole Earth Brands, Inc. common stock that will be redeemed immediately after consummation of the Business Combination.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Whole Earth Brands, Inc. public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Shareholders Meeting. If you deliver your shares for redemption to Continental, Act II’s transfer agent, and later decide prior to the Shareholders Meeting not to elect redemption, you may request that Act II’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, Act II’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, Act II’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Shareholders Meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, Act II’s agent, at least two business days prior to the vote at the Shareholders Meeting.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

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Pursuant to the Sponsor Support Agreement, dated as of December 19, 2019 and as amended on February 12, 2020 among the Sponsor, Act II and the Sellers, a copy of which is attached to this proxy statement/prospectus as Annexes B-1 and B-2 (the “Sponsor Support Agreement”), the Sponsor agreed, among other things, (i) that immediately following the Closing, the Sponsor will forfeit to Act II (x) 3,000,000 Class B Ordinary Shares and (y) 6,750,000 private placement warrants; and (ii) to certain other covenants and agreements related to the Business Combination, particularly with respect to taking supportive actions to consummate the Business Combination and to appoint two of the Sellers’ nominees to the board of directors of Whole Earth Brands, Inc., to be effective at the Closing. In addition, the Sponsor irrevocably waived its anti-dilution protections under the Act II’s Amended and Restated Memorandum and Articles of Association in connection with any new issuances of Act II Class A Shares. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

Holders of the warrants will not have redemption rights with respect to the warrants.

The closing price of public shares on            , 2020, the most recent practicable date prior to the date of this proxy statement/prospectus, was $      As of September 30, 2019, funds in the trust account totaled $303.0 million and were substantially held in U.S. Treasury Bills or approximately $     per issued and outstanding public share.

Prior to exercising redemption rights, public shareholders should verify the market price of the public shares as they may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Act II cannot assure its shareholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Appraisal Rights

Neither Act II’s shareholders nor Act II’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Law or under the DGCL.

Proxy Solicitation Costs

Act II is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Act II and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Act II will bear the cost of the solicitation.

Act II has hired Morrow to assist in the proxy solicitation process. Act II will pay that firm a fee of $25,000 plus disbursements. Such fee will be paid with non-trust account funds.

Act II will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Act II will reimburse them for their reasonable expenses.

Act II Initial Shareholders

As of the date of this proxy statement/prospectus, there are 30,000,000 Act II Class A Shares, which were issued to the public in connection with the Act II IPO, and 7,500,000 Act II Class B Shares, which were issued to the Sponsor, issued and outstanding. In addition, as of the date of this proxy statement/​prospectus, there is outstanding an aggregate of 21,750,000 warrants to acquire ordinary shares, which includes the 6,750,000 private placement warrants held by the Sponsor and the 15,000,000 public warrants.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or our securities, the Sponsor, Merisant and MAFCO or our or their respective directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition

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Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Act II’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Merisant and MAFCO or our or their respective directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of  (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the Shareholders Meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposal, (3) satisfaction of the requirement that the Minimum Available Cash Amount condition is satisfied, (4) otherwise limiting the number of public shares electing to redeem and (5) Whole Earth Brands, Inc.’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination).

If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Shareholders Meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the Shareholders Meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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SHAREHOLDER PROPOSAL 1: BUSINESS COMBINATION PROPOSAL

Act II is asking its shareholders to approve by ordinary resolution and adopt the Purchase Agreement. Act II shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Purchase Agreement, a copy of which is attached as Annexes A-1 and A-2 to this proxy statement/prospectus. Please see the subsection entitled “The Purchase Agreement” below for additional information and a summary of certain terms of the Purchase Agreement. You are urged to read carefully the Purchase Agreement in its entirety before voting on this proposal.

Because Act II is holding a shareholder vote on the Business Combination, Act II may consummate the Business Combination only if they are approved by the affirmative vote of the holders of a majority of ordinary shares that are voted at the Shareholders Meeting.

The Purchase Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Purchase Agreement but does not purport to describe all of the terms of the Purchase Agreement. The following summary is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is attached as Annexes A-1 and A-2 to this proxy statement/prospectus. You are urged to read the Purchase Agreement in its entirety because it is the primary legal document that governs the transactions contemplated by the Purchase Agreement (the “Transactions”).

The Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Purchase Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Purchase Agreement. The representations, warranties and covenants in the Purchase Agreement are also modified in part by the underlying disclosure schedules (the “disclosure schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Purchase Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Purchase Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Act II, Merisant and MAFCO, or any other matter.

General Description of the Business Combination

On December 19, 2019, Act II entered into a Purchase Agreement (as amended by Amendment No. 1 to Purchase Agreement dated as of February 12, 2020) with Flavors Holdings Inc. (“Flavors Holdings”), MW Holdings I LLC (“MW Holdings I”), MW Holdings III LLC (“MW Holdings III”) and Mafco Foreign Holdings, Inc. (“Mafco Foreign Holdings,” and together with Flavors Holdings, MW Holdings I and MW Holdings III, the “Sellers”), pursuant to which, among other things, at the Closing, Act II will acquire (a) all of the issued and outstanding equity interests of  (i) Merisant Company, a Delaware corporation (“Merisant”); (ii) Mafco Worldwide LLC, a Delaware limited liability company (“Mafco Worldwide”); (iii) Merisant Luxembourg, Sarl, a Société à responsabilité limitée organized under the laws of Luxembourg (“Merisant Luxembourg,” and together with Merisant and each of their respective direct and indirect subsidiaries, the “Merisant Companies”); (iv) Mafco Shanghai LLC, a Delaware limited liability company (“Mafco Shanghai”); (v) EVD Holdings LLC, a Delaware limited liability company (“EVD Holdings”); and (vi) Mafco Deutschland GmbH, a private limited liability company organized under the laws of Germany (“Mafco Germany,” and together with Mafco Worldwide, Mafco Shanghai, EVD Holdings, and each of their respective direct and indirect subsidiaries, the “MAFCO Companies”; the MAFCO Companies and the Merisant Companies being collectively referred to herein as “Merisant and MAFCO,” and individually as a “MAFCO or Merisant Company”); and (b) all of the right, title and interest in and to certain assets and liabilities of Mafco Foreign Holdings (the “Transferred Assets and Liabilities” and together with Merisant and MAFCO, the “Business”).

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Prior to the consummation of the Transactions, pursuant to the Domestication, Act II will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Law and a domestication under Section 388 of the DGCL, pursuant to which Act II’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. For more information, see “Domestication Proposal” below.

Purchase Price

In accordance with the terms and subject to the conditions of the Purchase Agreement and certain adjustments set forth therein, the aggregate consideration to be paid by Act II to the Sellers under the Purchase Agreement will be paid in a mix of  (i) the Cash Consideration and (ii) the Common Stock Consideration, in each case as described more fully below (collectively, the “Purchase Price”).

Cash Consideration

The “Cash Consideration” to be delivered by Act II to the Sellers at Closing pursuant to the Purchase Agreement will be an amount equal to $450,000,000 (the “Base Cash Consideration”), which following Act II’s good faith and reasonable best efforts to cooperate with the Sellers to avoid the necessity of reduction (including by seeking additional funds), may be reduced at Act II’s option, after (a) giving effect to the Private Placement (defined below), any additional equity financing, and the Debt Financing (as defined in the Purchase Agreement) and (b) taking into account all amounts held by Act II in trust, to reduce the Base Cash Consideration by the amount of funds necessary (up to $55,000,000) in order for Act II to pay (i) the Cash Consideration, (ii) any amounts paid in connection with the Warrant Amendment, and (iii) the Transaction Costs (as defined in the Purchase Agreement) in exchange for a dollar-for-dollar increase in the Common Stock Consideration (as defined below). The Cash Consideration will change based upon certain adjustments to be calculated as of the Closing Date, and will also be subject to further post-closing adjustments as set forth in the Purchase Agreement and described below. The Cash Consideration payable to the Sellers will be adjusted on the Closing Date as follows (collectively, the “adjustment amount”):

(i)

increased or decreased by the amount, if any, by which the net working capital of the MAFCO Companies is greater than or less than the applicable target net working capital of the MAFCO Companies set forth in the form of estimated adjustment statement attached to the Purchase Agreement, but only if such difference exceeds -$2,000,000 (negative two million dollars) or $2,000,000 (two million dollars), as the case may be;

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(ii)

increased or decreased by the amount, if any, by which the net working capital of the Merisant Companies is greater or less than the applicable target net working capital of the Merisant Companies set forth in the estimated adjustment statement attached to the Purchase Agreement, but only if such difference exceeds -$1,000,000 (negative one million dollars) or $1,000,000 (one million dollars), as the case may be;

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(iii)

increased by the amount of cash and cash equivalents of Merisant and MAFCO and any receivables of Merisant and MAFCO from the U.S. Department of Treasury for import duty drawbacks, in each case, on a combined basis;

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(iv)

increased by the amount of out-of-pocket third-party costs and expenses that were incurred by the Sellers and Merisant and MAFCO from and after July 21, 2019, through the Closing and paid by the Sellers prior to Closing in connection with the negotiation, documentation and execution of the Purchase Agreement and the consummation of the Transactions, and amounts paid by the Sellers to the FTC in connection with the HSR Act filing (but excluding any brokerage, finder’s, investment banker’s financial advisors or other fee, commission or like payment paid by any Merisant or MAFCO Company as a result of or in connection with the consummation of the Transactions); and

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(v)

decreased by the amount of Indebtedness of Merisant and MAFCO, excluding any Indebtedness in the form of guarantees or other credit support of Merisant and MAFCO that are released at or prior to the Closing, in each case, applied on a basis consistent with certain accounting principles agreed to by the Sellers and Act II, and to the extent not addressed thereby, in accordance with GAAP.

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The precise amount of such adjustments will be based upon the Sellers’ calculation of the estimate of the adjustment amount delivered to Act II not less than five business days prior to the Closing Date. The Cash Consideration payable to the Sellers is also subject to a customary post-closing adjustment based on the difference, if any, between the estimated adjustment statement prepared by the Sellers and the post-Closing adjustment statement prepared by Whole Earth Brands, Inc.

Common Stock Consideration

The remainder of the Purchase Price payable to the Sellers after the payment of the Cash Consideration will be in shares of common stock of Whole Earth Brands, Inc. The “Common Stock Consideration” issuable to the Sellers at Closing will be the number of shares of Whole Earth Brands, Inc. common stock equal to the quotient of  (i) the sum of  (A) $60,000,000 and (B) the amount, if any, by which the Cash Consideration is reduced by Act II in accordance with the terms of the Purchase Agreement, divided by (ii) the lowest per share price at which Act II Class A Shares sold to any person from and after the date of the Purchase Agreement but prior to, at or in connection with the Closing.

Equitable Adjustments

The aggregate amount of shares of Whole Earth Brands, Inc. common stock payable to the Sellers on the Closing Date (with respect to the Common Stock Consideration) is subject to adjustment to appropriately reflect the effect of any share subdivision, share capitalization, share consolidation, merger consolidation recapitalization, restructuring or other change in Act II’s equity securities from and after the date of the Purchase Agreement in accordance with such other terms and conditions as set forth therein.

Closing

In accordance with the terms and subject to the conditions of the Purchase Agreement, the closing of the Transactions (the “Closing”) will take place at 10:00 a.m., Eastern Time, on the date that is the third business day after the satisfaction or waiver of the conditions set forth in the Purchase Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is mutually agreed to in writing by the parties. The date on which the Closing actually occurs is referred to as the “Closing Date.”

Representations and Warranties

The Purchase Agreement contains representations and warranties of Act II and the Sellers certain of which are qualified by materiality and Material Adverse Effect (as defined below) and may be further modified and limited by the disclosure schedules or the knowledge of the parties. See “— Material Adverse Effect” below. The representations and warranties of Act II are also qualified by information included in Act II’s forms, reports and statements filed or furnished to the SEC on or prior to the date of the Purchase Agreement (subject to certain exceptions contemplated by the Purchase Agreement).

Representations and Warranties of the Sellers

The Sellers have made representations and warranties relating to, among other things, company organization, standing, and power, capital structure, authority, no violation, consents and approvals, title to the Transferred Equity Interests, litigation, brokers, financial statements, undisclosed liabilities, absence of certain developments, title to assets, properties, material contracts, insurance, customers and suppliers, compliance with legal requirements, permits, food safety, environmental matters, taxes, intellectual property, employee benefit plans, benefit plans, information supplied, proxy statement and proxy/registration statement, accredited investor status, compliance with anti-corruption laws, OFAC compliance, no additional representations or warranties and no reliance.

Representations and Warranties of Act II

Act II has made representations and warranties relating to, among other things, company organization, standing, and power, capital structure, SEC filings, internal controls, the trust account, proxy statement and proxy/registration statement, absence of certain changes or events, authority, no violation,

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governmental and third-party consents and approvals, litigation, brokers, accredited investor status, undisclosed liabilities, listing on the Nasdaq, financial statements, Investment Company Act and JOBS Act, financing, solvency, inspection, the Sellers’ representations, and no additional representations or warranties.

Survival of Representations and Warranties

Except in the case of claims against a person in respect of such person’s actual fraud, the representations and warranties of the respective parties to the Purchase Agreement generally will not survive the Closing. However, under the terms of the Purchase Agreement, Act II retains the right to pursue recoveries for Indemnified Taxes (as defined below).

Material Adverse Effect

Under the Purchase Agreement, certain representations and warranties of the Sellers are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred, and certain representations and warranties of Act II are qualified in whole or in part by a material adverse effect on the ability of Act II to enter into and perform its obligations under the Purchase Agreement standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Purchase Agreement, a material adverse effect with respect to Merisant and MAFCO or the Business (“Material Adverse Effect”) means any event, occurrence, fact, condition, change or effect that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the business, condition or operations of the Business or Merisant and MAFCO, taken as a whole, or, in certain circumstances set forth in the Purchase Agreement, materially adverse to the ability of the Sellers to consummate the Transactions on a timely basis.

However, in no event, occurrence, fact, condition, change or effect resulting or arising from or in connection with any of the following, alone or in combination, be deemed to constitute or contribute to, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect”:

(i)

the execution, delivery, announcement or pendency of the Purchase Agreement and the Transactions (including as a result of the identities of the parties and including the loss (or threatened loss) of any employee, supplier, distributor or customer or other commercial relationship resulting therefrom);

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(ii)

any change generally affecting the industries in which the Business is conducted;

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(iii)

any change in interest rates or economic, market, business, regulatory or political conditions in any jurisdiction in which the Business operates, the U.S. or global financial markets, including interest rates or currency exchange rates, trade tariffs or changes therein;

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(iv)

any change in global or national political conditions, including the outbreak or escalation of war or acts of terrorism (including cyberterrorism);

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(v)

earthquakes, hurricanes, tsunamis, typhoons, blizzards, tornadoes, droughts, floods, cyclones, arctic frosts, mudslides, wildfires and other natural disasters, weather conditions, acts of God and other force majeure events;

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(vi)

any change or proposed change in any law or the interpretation thereof;

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(vii)

any change or proposed change in GAAP (or local equivalents in the applicable jurisdiction);

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(viii)

the failure to meet any internal or external revenue, earnings or other projections, forecasts or predictions (subject to certain exceptions set forth in the Purchase Agreement), or

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(ix)

any action or failure to act required or prohibited to be taken by a party pursuant to the terms of the Purchase Agreement or action or omission taken or omitted to be taken at the written request, or with the written consent of Act II.

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Any event, occurrence, fact, condition, change or effect referred to in clauses (ii), (iii), (iv), (v), (vi) or (vii) above, will be taken into account in determining whether a “Material Adverse Effect” has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, change or effect materially disproportionately adversely affects the Business or Merisant and MAFCO, taken as whole, compared to other participants of a similar size operating in the industries in which the Business operates.

Act II Material Adverse Effect

Under the Purchase Agreement, certain representations and warranties of Act II are also qualified in whole or in part by a material adverse effect standard. Pursuant to the Purchase Agreement, an Act II “Material Adverse Effect (which is referred to in the Purchase Agreement as a “Purchaser Material Adverse Effect” and is referred to in this proxy statement/prospectus as an “Act II Material Adverse Effect”) means any event, change or effect that prevents or materially delays or materially impairs the ability of Act II (a) to satisfy the conditions precedent to the consummation of the Transactions or (b) to perform its obligations under the Purchase Agreement, including the obligation to pay the Purchase Price.

Covenants

The Sellers have made covenants relating to, among other things, conduct of business, access, intercompany arrangements, non-competition and non-solicitation, release from loan agreements, no solicitation of acquisition transactions, and seller liability.

Act II has made covenants relating to, among other things, conduct of business, preparation and filing of this proxy statement/prospectus and other Act II public filings, trust account proceeds, financing, Nasdaq listing, no solicitation of business combination transactions, indemnification and insurance, domestication, and employee matters.

Conduct of Business by the Sellers

Each of the Sellers have agreed that from the date of the Purchase Agreement through the Closing (the “interim period”), they will, and will cause Merisant and MAFCO to, except as otherwise contemplated by the Purchase Agreement (including the disclosure schedules), as consented to by Act II in writing (which consent will not be unreasonably withheld, conditioned, or delayed) or as required by applicable law or pursuant to a material contract set forth on the disclosure schedules:

•

conduct the Business in the ordinary course and in accordance with past practice in all material respects; and

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•

use commercially reasonable efforts to preserve intact the Business’s relationships with its material lessors, licensors, suppliers, distributors and customers, and employees.

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During the interim period, the Sellers have also agreed not to, and not to permit Merisant and MAFCO to, except as otherwise contemplated by the Purchase Agreement (including the disclosure schedules), as consented to by Act II in writing (which consent will not be unreasonably withheld, conditioned, or delayed) or as required by applicable law (subject to certain exceptions in the Purchase Agreement):

•

amend or propose to amend the organizational documents of any Merisant or MAFCO Company;

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•

merge with or into or consolidate with any other person, split, combine, subdivide or reclassify any of its capital stock or other ownership interests, or change or agree to change in any manner the rights of its capital stock or other ownership interests or liquidate or dissolve;

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•

declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property, a combination thereof or otherwise) in respect of, or enter into any contract with respect to the voting of, any of its capital stock or other equity interests or securities therein;

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•

amend or modify in any material respect, or waive any rights under or consent to the termination of any material contract or enter into any contract that would constitute a material contract (other than in the ordinary course of business);

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•

abandon, allow to lapse, sell, assign, transfer, grant any security interest in, or otherwise encumber or dispose of any of Merisant and MAFCO’s intellectual property, or grant any license or other rights, to any person of or in respect of any such intellectual property;

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•

(A) issue, sell, redeem or acquire any capital stock or other ownership interest in itself; or (B) issue, sell or grant any option, warrant, convertible or exchangeable security, right, “phantom” partnership (or other ownership) interest (or similar “phantom” security), restricted partnership (or other ownership) interest, subscription, call, unsatisfied preemptive right or other agreement or right of any kind to purchase or otherwise acquire (including by exchange or conversion) any of its capital stock or any other ownership interests;

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•

incur any Indebtedness or enter into any other contract, in each case, for borrowed money in excess of a certain threshold;

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•

sell, transfer, lease, license or make any other disposition of or pledge, encumber or otherwise subject to any lien (other than a permitted lien), any of its properties or assets;

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•

except as set forth in the disclosure schedules, make any capital expenditures that would result in the aggregate post-Closing obligations of Merisant and MAFCO in excess of a certain threshold;

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•

accelerate any accounts receivable or delay any accounts payable, in each instance, outside of the ordinary course of business;

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•

settle or compromise or agree to settle or compromise certain material actions (other than settlements for amounts less than a certain threshold) or actions involving a conduct remedy or similar injunctive relief that has a restrictive impact on the Business;

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•

acquire or agree to acquire in any manner any business or person or other business organization or division thereof or make any loans (subject to certain exceptions set forth on the disclosure schedules), advances, or capital contributions to investments in any person;

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•

(1) increase the aggregate compensation and benefits payable or that could become payable by Merisant and MAFCO to any of their respective employees (other than increases in compensation made in the ordinary course of business consistent with past practice to employees who are not key employees of Merisant and MAFCO), (2) establish, adopt, enter into, amend, terminate, or take any action to accelerate rights under any Merisant and MAFCO benefit plan (other than employment agreements with employees who are not key employees in the ordinary course of business consistent with past practice), (3) terminate the employment of any key employee, other than for cause, or (4) otherwise take any action that would or would reasonably be expected to expand the scope of the liabilities included in the Transferred Assets and Liabilities or otherwise transfer to any Merisant or MAFCO Company any employee-related liabilities that the Purchase Agreement allocates to the Sellers;

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•

adopt or change any of their accounting principles or the methods of applying such principles, except as required under GAAP or applicable Law;

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•

(A) make, change or revoke any material tax election; (B) change any material method of tax accounting; (C) file any amended material tax return; (D) settle any audit or other proceeding related to a material amount of taxes; (E) forego any available material refund of taxes; (G) enter into any tax allocation, indemnity, sharing or similar agreement or any closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-US Law); (H) seek any tax ruling from any governmental entity; (I) initiate or enter into any voluntary disclosure agreement or similar agreement with a taxing authority; (J) take any action that would change the classification of any of the Merisant or MAFCO Companies for U.S. federal (and any applicable state) tax purposes or liquidate or otherwise dissolve of any of the Merisant or MAFCO Companies, in each case, to the extent any such action could be reasonably be expected to adversely affect Act II, any of its subsidiaries, or any of the Merisant or MAFCO Companies;

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•

enter into any contract with respect to any material joint venture, strategic partnership, or alliance;

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•

except to the extent expressly permitted by the termination provisions under the Purchase Agreement, take any action that is intended or that would reasonably be expected to, individually or in the aggregate, prevent, materially delay, or materially impede the consummation of the Transactions;

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•

grant, implement or adopt any retention payments that are contingent on the recipient providing continued services following the Closing or experiencing a termination without cause following the Closing;

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•

amend any lease in a manner that would materially modify the rights or obligations of the parties to such lease; or

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•

agree to or authorize, or commit to agree to or authorize (in writing or otherwise) any of the actions set forth above.

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Conduct of Business of Act II

During the interim period, Act II has agreed not to, except as otherwise contemplated by the Purchase Agreement (including the disclosure schedules), as consented to by the Sellers in writing (which consent will not be unreasonably withheld, conditioned, or delayed) or as required by applicable law (subject to exceptions set forth in the Purchase Agreement):

•

make any recommendations to Act II’s shareholders to approve any amendments to the Cayman Constitutional Documents;

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•

merge with or into or consolidate with, or agree to merge with or into or consolidate with, any other person, subdivide or reclassify any of its shares or other ownership interests, or change or agree to change in any manner the rights of its shares or other ownership interests or liquidate or dissolve;

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•

declare, set aside, make or pay any dividend, capitalization or other distribution (whether payable in cash, shares, property or a combination thereof) with respect to any of its shares;

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•

(A) issue, sell, redeem or acquire any shares or other ownership interest in itself; or (B) issue, sell or grant any option, warrant, convertible or exchangeable security, right, “phantom” partnership (or other ownership) interest (or similar “phantom” security), restricted partnership (or other ownership) interest, subscription, call, unsatisfied preemptive right or other agreement or right of any kind to purchase or otherwise acquire (including by exchange or conversion) any of its shares or any other ownership interests;

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•

incur any indebtedness for borrowed money in excess of a certain threshold;

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•

sell, transfer, lease, or make any other disposition of any of its assets except dispositions made in the ordinary course of business for consideration not in excess of a certain threshold;

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•

settle any legal proceeding involving any liability of it or its directors, officers, employees or agents (in their capacities as such) other than settlements for less than a certain threshold;

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•

acquire or agree to acquire in any manner, including by way of merger, consolidation, or purchase of shares or shares of any capital stock or assets, any business of any person or other business organization or division thereof;

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•

adopt or change any of their accounting principles or the methods of applying such principles, except as required under GAAP or applicable law;

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•

other than in the ordinary course of business or consistent with past practice, (A) make, change or revoke any material tax election; (B) change any material method of tax accounting; or (C) file any amended material tax return; (D) settle any audit or other proceeding related to taxes; (E) extend or waive any statute of limitations in respect of taxes or agreeing to any extension of time with respect to any tax assessment or deficiency; (F) forego any available refund of taxes;

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•

except to the extent expressly permitted by the termination provisions of the Purchase Agreement, take any action that is intended or that would reasonably be expected to, individually or in the aggregate, prevent, materially delay, or materially impede the consummation of the Transactions; or

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•

agree to or authorize, or commit to agree to or authorize (in writing or otherwise) any of the actions set forth above.

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Additional Covenants of the Sellers

Pursuant to the Purchase Agreement, the Sellers have agreed, among other things, to:

•

subject to certain limitations and applicable confidentiality and privilege restrictions, afford Act II, its Debt Providers and its and their respective officers, directors, affiliates, employees and other representatives, reasonable access, upon reasonable notice, to the books and records of or relating to the Business and to the officers, employees and representatives of Merisant and MAFCO;

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•

from and after the Closing, provide Merisant and MAFCO with access to the Sellers’ third-party occurrence-based insurance policies that were in place immediately prior to the Closing for events occurring prior to the Closing, subject to the terms and conditions of such insurance policies and additional conditions set forth in the Purchase Agreement;

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terminate or settle all affiliate agreements and other arrangements (other than certain agreements and arrangements set forth in the disclosure schedules) at or prior to the Closing without further liability to Act II or Merisant and MAFCO;

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•

use their respective reasonable best efforts to (i) provide Act II with all information concerning the operations and business of the Business and Merisant and MAFCO and the Business’s management and operations and financial condition, in each case, required or reasonably requested by Act II to be included in this proxy statement/prospectus; (ii) cooperate with Act II in connection with the preparation for inclusion in this proxy statement/prospectus of pro forma financial statements that comply with SEC guidance; and (iii) make the managers, directors, officers and employees of Merisant and MAFCO available to Act II and its counsel (and other representatives engaged in connection with the preparation of this proxy statement/prospectus) in connection with the drafting of this proxy statement/prospectus, as reasonably requested by Act II, and responding in a timely manner to comments on this proxy statement/prospectus and such other filings from the SEC;

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•

deliver or cause to be delivered to Act II one or more customary payoff letters, which reflect the termination of all guaranties of certain existing credit agreements of Flavors Holdings made by Merisant and MAFCO and the release of all liens securing such existing credit agreements and relating to (a) the Target Equity Interests; (b) the properties and assets of Merisant and MAFCO and (c) all assets included in the Transferred Assets and Liabilities;

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•

maintain in existence and not dissolve, liquidate or otherwise wind down the business and affairs of Flavors Holdings until the Sellers have no further liability under the Purchase Agreement with respect to the completion of the post-Closing adjustment payments or otherwise (including for Indemnified Taxes), and cause Flavors Holdings not to take any actions that would be reasonably expected to cause it to be unable to satisfy the Sellers’ potential obligations or liabilities related to the post-Closing adjustment or the Indemnified Taxes or otherwise circumvent such obligations;

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cooperate in good faith with respect to the preparation of the Super 8-K, and use their respective reasonable best efforts to provide Act II with all information reasonably requested by Act II and required to be included by SEC guidance in such filing;

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•

use commercially reasonable efforts (i) to cooperate with Act II in connection with the preparation for inclusion in the Super 8-K of pro forma financial statements that comply with SEC guidance; and (ii) make the managers, directors, officers and employees of Merisant and MAFCO available to Act II and its counsel in connection with the drafting of the Super 8-K, as reasonably requested by Act II; and

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•

use reasonable best efforts to obtain necessary certifications or other governmental approvals or documentation so that no Luxembourg withholding tax will apply in connection with distributions from Merisant Luxembourg that are attributable to distributable reserves in existence prior to Closing (the “Luxembourg withholding exemption”).

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Pursuant to the Purchase Agreement, Act II or, to the extent occurring after the Closing, Whole Earth Brands, Inc., has agreed, among other things, to:

•

take all necessary action to ensure that, effective as of the Closing, individuals determined in accordance with the Investors Agreement will be appointed to the board of directors of Whole Earth Brands, Inc.

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as promptly as reasonably practicable following the date of the Purchase Agreement but in any event within the later of  (i) thirty days from such date and (ii) ten business days following the delivery of information required to be provided by the Sellers, prepare and file with the SEC the registration statement of which this proxy statement/prospectus is a part;

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cause this proxy statement/prospectus to be transmitted Act II’s shareholders and public warrant holders as promptly as reasonably practicable but in any event within five business days following the date on which the SEC confirms it has no further comments on the registration statement of which this proxy statement/prospectus is part;

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as promptly as reasonably practicable notify the Sellers of the receipt of any oral or written comments from the SEC relating to the registration statement of which this proxy statement/​prospectus forms part and any request by the SEC for any amendment to such registration statement or for additional information;

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use reasonable best efforts to cooperate and provide the Sellers with a reasonable opportunity to review and comment on this proxy statement/prospectus (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Sellers in respect of such documents and responses prior to filing such with or sending such to the SEC,

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except in the case of a change in recommendation (see — “Change in Recommendation” below), include the recommendation of Act II’s board of directors to approve all Condition Precedent Proposals and any other proposals Act II and the Sellers deem necessary or desirable to consummate the Transactions (collectively, the “Act II Proposals”) set forth in this proxy statement/prospectus;

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use reasonable best efforts to respond promptly to any comments made by the SEC with respect to the registration statement of which this proxy statement/prospectus is part;

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take, in accordance with applicable law, Nasdaq rules and the Cayman Constitutional Documents, all action necessary to call, hold and convene an Shareholders Meeting of Act II and the Warrant Holders Meeting of Act II (including any permitted adjournments in each case), to consider and vote upon the Act II Shareholder Proposals and the Warrant Amendment as promptly as practicable after the filing of the registration statement of which this proxy statement/prospectus is a part in definitive form with the SEC and in no event less than fifteen business days or more than thirty-five days after the definitive proxy statement/prospectus is first transmitted to Act II’s shareholders and public warrant holders, subject to certain adjournment exceptions;

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subject to the ability of Act II’s board of directors to make a change in recommendation, following delivery of the proxy statement/prospectus to Act II’s shareholders and public warrant holders, use reasonable best efforts to solicit approval of the Act II Shareholder Proposals and the Warrant Amendment by its shareholders and public warrant holders, respectively;

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(i) use reasonable best efforts to complete any redemptions by the holders of Act II Class A Shares of all or a portion of their Act II Class A Shares upon the consummation of a business combination (as defined in the Cayman Constitutional Documents), (ii) not terminate or

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withdraw such offer other than in connection with a valid termination of the Purchase Agreement; and (iii) extent such offer for any period required by the rules, regulations, interpretations, and positions of the SEC, Nasdaq or their respective staff;

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upon the satisfaction or waiver of the closing conditions, subject to the terms of the Trust Agreement and Cayman Constitutional Documents, take certain actions required by the Trust Agreement and use reasonable best efforts to cause the trustee to pay, among others, all amounts payable to Act II’s shareholders holding Act II Class A Shares in connection with the exercise of their redemption rights pursuant to the Cayman Constitutional Documents;

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provide a customary release, to be effective upon and following the Closing, on behalf of itself and MAFCO and Merisant, discharging the Sellers, their affiliates, and certain of each and their former, current and future related parties from pre-Closing liabilities (excluding release from any of the Sellers or their related parties’ obligations under the Purchase Agreement) ;

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adopt a resolution prior to the Closing consistent with the interpretive guidance of the SEC so that the acquisition of Whole Earth Brands, Inc. common stock pursuant to the Purchase Agreement by any officer or director of Merisant and MAFCO who is expected to become a “covered person” of Whole Earth Brands, Inc. for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder will be an exempt transaction for purposes of Section 16 of the Exchange Act;

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after the Closing, indemnify and hold harmless each present and former director and officer of Merisant and MAFCO against any costs, expenses, damages or liabilities incurred in connection with any legal proceeding, to the fullest extent that would have been permitted under applicable law and the applicable governing documents to indemnify such person;

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maintain for a period of not less than six years from the Closing Date (i) provisions in its governing documents and those of its subsidiaries concerning the indemnification, exculpation and advancement of Merisant and MAFCO and their affiliates no less favorable than as contemplated by the applicable governing documents in effect on the date of the Purchase Agreement (to the extent such governing documents were made available to Act II), and (ii) a directors’ and officers’ liability insurance policy covering those persons who are currently covered by Merisant and MAFCO or their affiliates’ directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage (subject to a cap on the annual premium payable for such insurance by Whole Earth Brands, Inc. at 250% of the aggregate annual premium payable by Merisant and MAFCO for such insurance policy for the year ended December 31, 2019);

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cooperate in good faith with Sellers and provide such assistance to Sellers as Sellers reasonably request in connection with obtaining the Luxembourg withholding exemption; and

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prior to the Closing, take (or cause to be taken) such actions as necessary or appropriate in order to effectuate the Domestication. See “Domestication Proposal” below.

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Mutual Covenants

In addition, under the Purchase Agreement, the Sellers and Act II made certain mutual covenants with customary exceptions, including, among others, agreeing to:

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use reasonable best efforts to take or cause to be taken all actions to file or cause to be filed all documents and to do, or cause to be done, all things necessary, proper or advisable under the Purchase Agreement and applicable laws to consummate the Transactions as promptly as practicable, including, under certain circumstances and subject to certain limitations, (x) proffering or consenting and/or agreeing to any governmental order or other agreement providing for the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business or (y) promptly effecting the disposition, licensing or holding separate of any assets or lines of business or (z) taking any other remedy requested or proposed by any governmental entity;

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make or cause to be made an appropriate filing under the HSR Act as promptly as possible but in no event later than ten business days after the date of the Purchase Agreement;

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during the interim period, not, and not permit their affiliates to, knowingly take any action that could prevent, materially delay, or materially impede the consummation of the Transactions;

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except as required by applicable law or the rules and regulations of Nasdaq (including appropriate filings with the SEC), not issue any press release or other public announcement relating to the subject matter of the Purchase Agreement or the Transactions without the prior written consent of the other party;

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provide each other with copies of all such filings made and correspondence with the SEC;

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use reasonable best efforts to cause the proxy statement/registration statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated by the Purchase Agreement and otherwise ensure that the information contained therein contains no untrue statement of material fact or material omission;

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cooperate with each other and use reasonable best efforts in defense or settlement of any action relation to the Transactions that is brought or threatened in writing against Act II, the Sellers, or any of its or their respective subsidiaries, directors or officers; and

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take certain actions in respect of tax matters, including, among others, actions in connection with combined reporting and tax returns.

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Non-Competition and Non-Solicitation

The Purchase Agreement contains non-competition covenants restricting each of the Sellers and their affiliates, for one year following the Closing Date (subject to certain exceptions for, among other things, passive investments under various thresholds), from (directly or indirectly) owning, holding or controlling any equity interests in any person whose primary business is the manufacture, supply, distribution and sale of aspartame, sucralose, saccharin and stevia branded tabletop sweeteners, licorice extracts and licorice derivatives (or otherwise operate in such business).

Each of the Sellers has also agreed, on behalf of itself and its affiliates, during the same period, subject to certain exceptions, not to solicit (directly or indirectly through any affiliate) for employment or otherwise engage or hire any executive officer of Merisant and MAFCO as of the Closing Date or any individual who is, immediately before the Closing, employed by Merisant and MAFCO (including those individuals who are on an approved leave of absence) whose annual base salary, as of the date of the Purchase Agreement, exceeds a certain threshold.

Financing

Debt Financing

Act II entered into a commitment letter with TD Securities (USA) LLC, as left lead arranger and book runner, The Toronto Dominion Bank, New York Branch, as a lender, and Toronto Dominion (Texas) LLC, as administrative agent, for new senior secured first lien credit facilities (the “New Credit Facilities”) consisting of  (x) a term loan facility of up to $185 million and (y) a revolving loan facility of up to $50 million. See “— Related Agreements — Debt Financing” for additional information. In the event that there is no longer reasonable expectation that the PIPE Financing will be obtained, Act II has agreed to, in consultation with the Sellers, use reasonable best efforts to obtain a binding commitment for a “term loan B” facility (the “Term Loan B Facility” and, together with the New Credit Facilities, the “Debt Financing”) on the terms set forth in the disclosure schedules and to take (or cause to be taken) all actions and to do (or cause to be done) all things necessary to obtain and consummate the Debt Financing.

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The Sellers have also agreed, prior to the Closing to, and to cause Merisant and MAFCO to, and to use reasonable best efforts to cause their representatives to provide all cooperation that is necessary, customary, or advisable and reasonably requested by Act II in writing to assist Act II and the Debt Providers in the arrangement of the Debt Financing.

In addition, Act II has agreed to undertake certain obligations in favor of the Sellers with respect to the Debt Financing, including, among others, (i) prior to Closing, providing the Sellers prompt written notice upon becoming aware of  (or receiving notice or any other communication with respect to) any actual breach, default, termination, withdrawal or rescission of or under the Debt Commitment Letter (as defined in the Purchase Agreement) or any definitive agreements related to the Debt Financing; (ii) not amending, modifying, supplementing or waiving any provision of the Debt Commitment Letter (as defined in the Purchase Agreement) or any definitive agreements related to the Debt Financing in a manner that would reasonably be expected to add or expand conditions to funding, adversely affect the enforceability rights or prevent or materially delay the Closing without the prior written consent of the Sellers; and (iii) and upon written request by the Sellers, promptly reimbursing the Sellers for all reasonable and documented out-of-pocket costs and expenses incurred by the Sellers, any of their subsidiaries (including Merisant and MAFCO) or their respective representatives in connection with the Debt Financing or any other financing and indemnifying and holding harmless the Sellers, their subsidiaries and their respective subsidiaries from and against any and all liabilities suffered or incurred by any of them in such connection.

PIPE Financing

With respect to the PIPE Financing, Act II has agreed to certain obligations and restrictions for the benefit of the Sellers, including not to amend or modify the Subscription Agreements without the Sellers’ consent (which cannot be unreasonably withheld, conditioned, or delayed), to provide the Sellers prompt written notice of any such amendment, breach by any counterparty thereunder or claimed breach by Act II made by any counterparty thereunder, and to keep the Sellers apprised in the event Act II does not expect to receive all or any portion of the PIPE Financing on the terms, in the manner, or from the sources contemplated by the Subscription Agreements.

Exclusivity

The Purchase Agreement contains detailed provisions regarding Act II’s ability to seek alternative business combination transactions and restricting the ability of the Sellers and Merisant and MAFCO to seek alternative acquisition transactions with respect to the Business. Under these provisions, the Sellers and Act II have agreed that during the interim period, the Sellers, Merisant and MAFCO, and their respective representatives, on the one hand, and Act II, its affiliates, and their respective representatives, on the other hand:

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will not take any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any person (subject to exceptions set forth in the Purchase Agreement) concerning:

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with respect to the Sellers, Merisant and MAFCO, and their respective representatives, any purchase of any of Merisant and MAFCO’s equity securities or any merger, sale of substantial assets or similar transaction involving Merisant and MAFCO, other than assets sold in the ordinary course of business (each such acquisition transaction, an “acquisition transaction”);

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with respect to Act II, its affiliates, and their respective representatives, any Business Combination (each such transaction, a “business combination transaction”);

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will immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any person (subject to exceptions set forth in the Purchase Agreement) with respect to any of the foregoing; and

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will promptly (but in any event within 48 hours) notify the other party if any of the Sellers, Merisant and MAFCO, or their representatives, on the one hand, or Act II, its affiliates, and their respective representatives, on the other hand, receive an offer for or any solicitation to discuss or negotiation an acquisition transaction or business combination transaction, respectively.

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